---

       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

          Tuesday, September 13, 2022, Vol. 23, No. 177

                           Headlines



A U S T R I A

AMS-OSRAM AG: Moody's Cuts CFR & Guaranteed Sr. Unsec. Bonds to B1


F R A N C E

RUBIS TERMINAL: S&P Withdraws 'B+' Long-Term Issuer Credit Rating


G E R M A N Y

[*] GERMANY: Business Insolvencies Up 6.6% in August 2022
[*] GERMANY: To Relax Company Insolvency Rules Amid Energy Crisis


I R E L A N D

CAIRN CLO III: Fitch Hikes Class F Notes Rating to BB+sf
CAIRN CLO IX: Fitch Hikes Class F Notes Rating to BB-sf
LANSDOWNE MORTGAGE 1: Fitch Affirms CC Rating on 3 Tranches


I T A L Y

BPER BANCA: Fitch Gives 'BB' Rating to EUR6-BB EMTN Program
SISAL SPA: S&P Raises ICR to 'BB+' on Acquisition by Flutter


N E T H E R L A N D S

SCHOELLER PACKAGING: S&P Affirms 'B-' ICR, Alters Outlook to Neg.
TITAN HOLDING II: Fitch Affirms 'B' IDR, Alters Outlook to Positive


R U S S I A

GOOGLE: Moscow Court Accepts Russian Unit's Bankruptcy Application
UZAGROSUGURTA JSC: Fitch Affirms BB- Insurer Fin'l. Strength Rating


S P A I N

AUTONORIA SPAIN 2022: Fitch Gives B(EXP) Rating to Class F Debt
BOLUDA TOWAGE: Fitch Affirms 'BB' LongTerm IDR, Outlook Negative


U N I T E D   K I N G D O M

BETTER RETIREMENT: Enters Into Creditors Voluntary Liquidation
CINEWORLD GROUP: Bankruptcy Court Okays First Day Relief Motions
CINEWORLD GROUP: Case Summary & 30 Largest Unsecured Creditors
CINEWORLD GROUP: S&P Downgrades ICR to 'D' on Bankruptcy Filing
DOWSON 2022-2 PLC: Moody's Assigns (P)B3 Rating to Class X Notes

DOWSON 2022-2: S&P Assigns Prelim CCC Rating to Class X Notes
EVENT GENIUS: May Appoint Administrator; Lyte Acquires Assets
LUMILEDS HOLDING: Apollo Reaped $525 Million in Dividends
LUMILEDS HOLDING: Court OKs $175MM DIP Loan from Deutsche Bank
MCCOLL'S: Regulator Clears GBP190-Mil. Morrisons Rescue Deal


                           - - - - -


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

AMS-OSRAM AG: Moody's Cuts CFR & Guaranteed Sr. Unsec. Bonds to B1
------------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating and Probability of Default rating of ams-OSRAM AG to B1 from
Ba3 and B1-PD from Ba3-PD. Concurrently, Moody's downgraded the
instrument rating of the EUR850 million and $450 million guaranteed
senior unsecured bonds to B1 from Ba3. The outlook on all ratings
was changed to stable from negative.

"The rating downgrade to B1 reflects the slower than expected
achievement in margin improvement and related high leverage for a
prolonged period following the acquisition of Osram", said Dirk
Goedde, a Moody's Vice President and Lead Analyst for ams-OSRAM.
"While Moody's see continuous progress on the integration of Osram
and path towards margin expansion, financial metrics are not
commensurate with the Ba3 rating category, and Moody's believe cost
pass through can become difficult going forward", added Mr. Goedde.
"In addition, Moody's see risks of lower demand from end customers
amidst the recent inflationary pressure on discretionary income
which would whey further on profitability", Mr. Goedde continues.

RATINGS RATIONALE

Since the acquisition of Osram and implementation of the
domination-and-profit-and-loss transfer agreement, ams-OSRAM has
achieved significant integration progress. The vast majority of
planned divestments has either being closed or will be closed over
the next quarters and the company will use the proceeds to reduce
gross debt. The company also continuous to follow the announced
profit optimization plan. The realization of all efforts will,
however, only become fully effective in 2023/2024. As per the last
twelve month that ended in June 2022, Moody's adjusted EBITDA
margin was 13.2%, below previous expectations as a consequence of
slower than expected synergy realization but also recent cost
inflation with only some ability to pass on cost increases. Moody's
expect an improvement towards 18% by 2023 from both, the divestment
of loss-making subsidiaries and profit optimization measures. This
margin improvement, together with the envisaged gross debt
reduction, will likely lead to a reduction of Moody's adjusted
debt/EBITDA from 6.8x in LTM June 2022 towards 5.0x by 2023
(Moody's adjusted leverage includes the put option of the Osram
minority shareholders). The company announced a major investment in
the expansion of the production footprint, more specifically an 8"
wafer fab in Malaysia, which will contribute to future growth but
leads to slightly negative free cash flow generation over the next
years in Moody's base case.

More general, ams-OSRAM AG's B1 corporate family rating (CFR)
positively reflects the company's leading market position with high
innovation capabilities in the quickly evolving market for high
performance sensors; the strong secular market trends in the
defined end markets, with compelling growth opportunities; the
company's good diversification in terms of products and use cases
across industries, with the increasing penetration of
high-performance sensors; and expected improvement of its EBITDA
margin towards 20% in Moody's base case. The rating further
positively considers the company's solid liquidity position.

Nevertheless, the rating is constrained by its high leverage of
6.8x in the 12 months that ended June 2022, which Moody's expect to
reduce towards 5.0x in the next 12-18 months (Moody's-adjusted);
execution and integration risks, as well the uncertainty around the
full achievability of planned cost synergies and the restructuring
of the combined group, which are necessary to reduce leverage; the
company's low diversification in terms of end customers and the
related dependency on such end customers' development; and its high
exposure to highly cyclical end markets, such as automotive and
consumer electronics. In light of a more challenging macroeconomic
environment, the execution challenges for ams-OSRAM's performance
improvement plan have increased.

The stable outlook reflects that ams-Osram's margins will be
comfortably in the low double-digit range in percentage terms
(Moody's adjusted EBITA), even at times of lower demand, as a
result of the company's efficiency measures and good business
diversification. Following the voluntary debt repayment in 2022,
the company's debt/EBITDA will likely be in a range of 5.0-5.5x
(Moody's adjusted) even at times of a weakened consumer sentiment
and lower profitability.

LIQUIDITY

ams-OSRAMs' liquidity is adequate, supported by around EUR1.4
billion of cash on its balance sheet as of June 2022 and full
availability under the existing EUR800 million revolving credit
facility due in September 2025. The next major debt maturity is
EUR339 million of maturing convertible bonds and bank facilities
due in 2022, which the company plans to repay.

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

ams-OSRAM's ratings could be upgraded if (i) the company reduces
the Moody's adjusted debt/EBITDA below 4.0x and (ii) Moody's
adjusted EBITDA margins approaching 20% and (iii) Moody's adjusted
free cash flow/debt is consistently above 5% and (iv) maintenance
of a conservative financial policy, focusing on debt reduction and
maintenance of strong liquidity.

ams-OSRAM's ratings could be downgraded if (i) Moody's adjusted
debt/EBITDA remains sustainably above 5.0x or (ii) the company
fails to achieve meaningful margin improvements with Moody's
adjusted EBITDA-margins remains below 15% or (iii) Moody's adjusted
free cash flow/debt remains negative or (iv) any sign of weakening
liquidity.

LIST OF AFFECTED RATINGS

Issuer: ams-OSRAM AG

Downgrades:

LT Corporate Family Rating, Downgraded to B1 from Ba3

Probability of Default Rating, Downgraded to B1-PD from Ba3-PD

Senior Unsecured Regular Bond/Debenture, Downgraded to B1 from
Ba3

Outlook Actions:

Outlook, Changed To Stable From Negative

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Semiconductors
published in September 2021.

COMPANY PROFILE

ams-OSRAM AG (ams-OSRAM) is an Austria-based producer of
high-performance sensors for the consumer electronics, automotive
and healthcare industries, as well as lighting solutions primarily
for the automotive industry. The company operates 26 production
facilities with around 24,700 employees worldwide. In the 12 months
that ended June 2022, ams-OSRAM generated EUR4.9 billion of
revenue.



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

RUBIS TERMINAL: S&P Withdraws 'B+' Long-Term Issuer Credit Rating
-----------------------------------------------------------------
S&P Global Ratings has withdrawn its 'B+' long-term issuer credit
rating on Rubis Terminal Infra SAS and 'B+' issue rating at the
company's request and following the early refinancing in full of
the company's 5.625% senior secured notes due 2025. The bond was
refinanced with a new environmental, social, and governance-linked
infrastructure debt package that comprises: a EUR700 million new
seven-year term loan, a EUR82.5 million capital expenditure
facility to accompany the group's new projects and continued
transformation, and a EUR30 million revolving credit facility for
general corporate purposes. The outlook was stable at the time of
the withdrawal.




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

[*] GERMANY: Business Insolvencies Up 6.6% in August 2022
---------------------------------------------------------
Xinhua reports that the number of business insolvencies in Germany
rose by 6.6% in August month-on-month, according to preliminary
figures published by the Federal Statistical Office (Destatis) on
Sept. 12.

In July, insolvencies had still fallen by 4.2% month-on-month,
Xinhua relates.  In the first half of the year, business
insolvencies in Europe's largest economy declined 4.0%, while
private insolvencies even dropped 20.2%, Xinhua discloses.

"After a long period of low insolvency figures, a trend reversal
has now set in," Xinhua quotes Steffen Mueller of the Leibniz
Institute for Economic Research in Halle (IWH) as saying.

High energy prices are putting a considerable burden on German
businesses. Compared to last year, insolvencies were up 26% in
August, Xinhua relays, citing the IWH.  Ongoing supply chain
problems, rising labor costs and the interest rate hike by the
European Central Bank added to the strain on the economy, Xinhua
states.

"We talk a lot about corporate insolvencies, but my biggest concern
is private insolvencies," Marcel Fratzscher, president of the
German Institute for Economic Research (DIW), told
RedaktionsNetzwerk Deutschland (RND).  Consumers could increasingly
resort to filing for bankruptcy due to the rocketing costs of gas
and electricity, Xinhua notes.

After falling for two months, inflation in Germany hit a record
7.9% in August, Xinhua says, citing preliminary figures released by
Destatis.  Food prices rose more than twice as fast as overall
inflation, while energy prices even soared by 35.6% percent
year-on-year, Xinhua discloses.

Last week, the German government announced the next round of relief
measures for businesses and consumers worth EUR65 billion (US$65.8
billion), bringing the total value of inflation measures to EUR95
billion, Xinhua recounts.

Although the relief packages have good elements, they are not
sufficient in terms of volume, Mr. Fratzscher, as cited by Xinhua,
said.  "Many citizens will not be able to pay their bills because
of skyrocketing electricity and gas prices."

According to Xinhua, Germany's social institutions are now
threatened by high inflation.  "Without swift government support,
insolvencies across the board in the social infrastructure and a
destruction of this very infrastructure cannot be ruled out,"
Xinhua quotes Ulrich Schneider, head of the country's federation of
social unions, as saying.


[*] GERMANY: To Relax Company Insolvency Rules Amid Energy Crisis
-----------------------------------------------------------------
Christian Kraemer and Alexander Huebner at Reuters report that
Germany's justice minister is planning a temporary relaxation of
insolvency rules to help keep afloat companies that have
fundamentally sound business models but are struggling with debts
due to high energy costs, he said on Sept. 9.

Marco Buschmann, whose portfolio includes insolvency rules, said
his plan would exempt firms from the obligation to file for
insolvency if an expert finds they have a "positive going concern
prognosis" for four months, down from 12 months now, Reuters
relates.

According to Reuters, welcoming Mr. Buschmann's plan, restructuring
expert Lucas Floether said: "The question of whether a company is
financed through the next 12 months is currently difficult for many
to answer."

IWH economic institute said on Sept. 6 the initiative comes as many
German businesses struggle with rising energy costs and supply
chain bottlenecks, which contributed to a 26% rise in insolvency
proceedings in Germany in August, Reuters notes.



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

CAIRN CLO III: Fitch Hikes Class F Notes Rating to BB+sf
--------------------------------------------------------
Fitch Ratings has upgraded Cairn CLO III B.V.'s class C-R, class E
and class F notes and affirmed the others.

RATING ACTIONS

ENTITY / DEBT  

                      RATING            PRIOR  
                      ------            -----
Cairn CLO III B.V.

A-R XS1692485326  LT  AAAsf   Affirmed  AAAsf
B-R XS1692485672  LT  AAAsf   Affirmed  AAAsf
C-R XS1692486217  LT  AAsf    Upgrade   A+sf
D-R XS1692486563  LT  A+sf    Affirmed  A+sf
E XS1298616811    LT  BBB-sf  Upgrade   BB+sf
F XS1298620417    LT  BB+sf   Upgrade   BBsf

TRANSACTION SUMMARY

Cairn CLO III B.V. is a cash-flow collateralised loan obligation
(CLO) backed by a portfolio of mainly European leveraged loans and
bonds. The portfolio is managed by Cairn Loan Investments LLP and
the transaction exited its reinvestment period in October 2019.

KEY RATING DRIVERS

Transaction Outside Reinvestment Period: The transaction exited its
reinvestment period in October 2019 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
the weighted average life (WAL) test. The class A-R notes have
repaid by approximately EUR117.5 million since the end of the
reinvestment period, leading to increased credit enhancement (CE)
for the rated notes.

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

The Stable Outlooks reflect Fitch's expectation of sufficient
credit protection to withstand potential deterioration in portfolio
credit quality in a stress scenario at the current ratings.

Stable Asset Performance: The transaction's metrics indicate stable
asset performance. The transaction is currently 0.01% above par and
is passing all coverage tests. Similar to the last review, it has
continued to fail the WAL test (3.28 versus 2.80). In addition, the
weighted average rating factor (WARF) test is failing (35.47 versus
35.00) along with various concentration tests, due to amortisation
of the portfolio since the last review. Exposure to assets with a
FDR of 'CCC+' and below is 7.29%, as calculated by the trustee.
There 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 26.94 and 28.69 for the Negative Outlook portfolio.

High Recovery Expectations: Senior secured obligations comprise
99.12% 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 was
61.80%.

Obligor Concentration: Obligor concentration continues to increase
as the portfolio amortises. The top 10 obligor concentration is now
32.6% of the portfolio balance excluding cash and the largest
obligor represents 4.4%.

Cash Flow Modelling: Fitch used a customised proprietary cash flow
model to replicate the principal and interest waterfalls and the
various structural features of the transaction, and to assess their
effectiveness, including the structural protection provided by
excess spread diverted through the par-value and interest-coverage
tests.

Deviation from MIR: The class C-R and E notes have been upgraded to
'AAsf' and 'BBB-sf', which is a deviation from the model-implied
rating (MIR) of 'AAAsf' and 'BBB+sf'. The deviations reflect the
limited cushion on the stress portfolio concentration and uncertain
macro-economic conditions.

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 six
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 eight 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.

DATA ADEQUACY

Cairn CLO III B.V.

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

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

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

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.

CAIRN CLO IX: Fitch Hikes Class F Notes Rating to BB-sf
-------------------------------------------------------
Fitch Ratings has upgraded Cairn CLO IX B.V.'s class F notes and
affirmed the others.

RATING ACTIONS

ENTITY / DEBT  

                      RATING           PRIOR  
                      ------           -----

Cairn CLO IX B.V.

A XS1763156798    LT  AAAsf   Affirmed  AAAsf
B-1 XS1763157333  LT  AA+sf   Affirmed  AA+sf
B-2 XS1763157929  LT  AA+sf   Affirmed  AA+sf
C XS1763158653    LT  A+sf    Affirmed  A+sf
D XS1763159206    LT  BBB+sf  Affirmed  BBB+sf
E XS1763159388    LT  BB+sf   Affirmed  BB+sf
F XS1763159628    LT  BB-sf   Upgrade   B+sf

TRANSACTION SUMMARY

Cairn CLO IX B.V. is a cash flow collateralised loan obligation
(CLO). The underlying portfolio of assets mainly consists of
leveraged loans and is managed by Cairn Loan Investments, LLP. The
deal exited its reinvestment period on 25 July 2022.

KEY RATING DRIVERS

Resilient Asset Performance: The transaction's metrics indicate
resilient asset performance, which led to the upgrade and
affirmations. The transaction is still marginally (0.1%) below par.
However, the par shortfall was larger (0.7%) at our last review in
November 2021, and it has improved since then. The current
portfolio weighted average life (WAL) is 4.40 years and is slightly
in breach of the WAL test (4.35 years). However, the other
collateral quality tests, as well as the portfolio profile tests
and the coverage tests are all reported as passing as of 13 July
2022. Exposure to assets with Fitch-derived ratings of 'CCC+' and
below is 4.52% as calculated by the trustee. The portfolio had
exposure to defaulted assets of EUR1.9 million as of 13 July, and
Fitch-calculated exposure to 'CC' and below rated obligors of
EUR4.6 million as of 27 August 2022.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors at 'B'/'B-'. Fitch calculated a weighted average
rating factor (WARF) of 25.8 for the current portfolio and 26.8 for
the stressed portfolio.

High Recovery Expectations: Senior secured obligations comprise
100.1% of the portfolio balance (with defaulted assets carried at
collateral value). 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
rating (WARR) of the current portfolio as reported by the trustee
was 64.2%.

Diversified Portfolio: The portfolio remains well-diversified
across obligors, countries and industries. The top 10 obligor
concentration is 13.0%, and no obligor represents more than 1.6% of
the portfolio balance.

Deviation from Model-implied Rating: The class B notes' 'AA+sf'
rating and the class D notes' 'BBB+sf' rating are one notch below
their model-implied ratings (MIR) and the class F notes' 'BB-sf'
rating is two notches below the MIR, reflecting the limited cushion
on these classes of notes for the Fitch-stressed portfolio.

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the current portfolio
would have no impact on the class A, C and D notes, and would lead
to downgrades of no more than two notches for the class B-1, B-2, E
and F notes.

Based on the current portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of defaults and portfolio deterioration.

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

A 25% reduction of the mean RDR and a 25% increase in the RRR
across all ratings of stressed portfolio would lead to upgrades of
up to three notches for the rated notes, except for the 'AAAsf'
notes, which are at the highest level on Fitch's scale and cannot
be upgraded.

Upgrades may occur on stable portfolio credit quality and
deleveraging, leading to higher credit enhancement and excess
spread available to cover losses in the remaining portfolio.

LANSDOWNE MORTGAGE 1: Fitch Affirms CC Rating on 3 Tranches
-----------------------------------------------------------
Fitch Ratings has affirmed Lansdowne Mortgage Securities No. 1 Plc
(LMS1) and Lansdowne Mortgage Securities No. 2 Plc (LMS2).

RATING ACTIONS

      ENTITY / DEBT        RATING         PRIOR  
      -------------        ------         -----
Lansdowne Mortgage Securities No. 2 Plc

Class A2 XS0277482286  LT  Bsf   Affirmed  Bsf
Class B XS0277483417   LT  CCsf  Affirmed  CCsf
Class M1 XS0277482526  LT  B-sf  Affirmed  B-sf
Class M2 XS0277482955  LT  CCsf  Affirmed  CCsf

Lansdowne Mortgage Securities No. 1 Plc

Class A2 XS0250832614  LT  B+sf  Affirmed  B+sf
Class B1 XS0250834404  LT  CCsf  Affirmed  CCsf
Class B2 XS0250835120  LT  CCsf  Affirmed  CCsf
Class M1 XS0250833695  LT  Bsf   Affirmed  Bsf
Class M2 XS0250834073  LT  CCsf  Affirmed  CCsf

TRANSACTION SUMMARY
The transactions are securitisations of Irish non-conforming
residential mortgage loans originated by Start Mortgages Ltd.

KEY RATING DRIVERS

High Arrears, Delayed Foreclosures: As of the June 2022 payment
date about 34% and 30%, respectively, of the LMS1 and LMS2
portfolios were in arrears over 90 days. The majority of borrowers
in arrears have been subject to restructuring measures. The
provisioning mechanism is defined based on losses rather than
defaults. As foreclosure timing in Ireland is often long,
crystallisation of losses and subsequent provisioning in the
revenue waterfall is being delayed. This leads to high sensitivity
to a longer foreclosure timing for the class M1 notes in LMS1 and
class A2 notes in LMS2.

Fitch said, "We applied a floor of 100% for the performance
adjustment factor, as per our European RMBS Rating Criteria, as we
believe the reported levels of defaults are understating risks
given the high arrears in combination with a late default
definition and a lack of repossessions (as loans are rather
restructured than repossessed)."

Payment Interruption Risk Constrains Ratings: LMS1's class A2
notes' rating is capped at 'B+sf' by payment interruption risk,
which is not adequately addressed by the transaction's reserve fund
(RF). This is because the reserve fund could be depleted imminently
if the high arrears translate into foreclosures and then losses
within a short period of time.

The transaction documents allow for interest to be deferred on
subordinated notes until they become the most senior. Some of the
subordinated notes in both transactions (class B1 and B2 in LMS1
and class M2 and B in LMS2) are likely to see interest deferral in
our expected case, which is reflected in the notes' 'CCsf' rating.

Credit Enhancement Supports Senior Notes: Sequential amortisation
of the notes has led to an increase in credit enhancement (CE), in
particular, for the senior notes. As arrears remain high, the
transactions will continue paying sequentially, due to the arrears
trigger breach. CE may continue to increase further as long as
losses continue to be limited. However, the ratings of the notes
remain constrained by payment interruption risk.

The key rating drivers listed in the applicable sector criteria,
but not mentioned above, are not material to this rating action.

ESG Factor: LMS1 and LMS2 each has an ESG Relevance Score of '5'
for rule of law, institutional and regulatory quality due to
exposure to jurisdictional legal risks; regulatory effectiveness;
supervisory oversight; foreclosure laws; government support and
intervention. The current foreclosure jurisdiction Ireland is
negatively affecting the ratings.

RATING SENSITIVITIES

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

The majority of the loans in the portfolios have been subject to
restructuring arrangements rather than being foreclosed. An
increasing number of defaulted loans and lower recovery proceeds in
combination with longer foreclosure timing may result in a
downgrade of the notes.

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

If the transactions continue to make timely payments while
withstanding negative carry and losses from delinquencies and
foreclosures, leading to a decrease in late-stage arrears, Fitch
may revise its foreclosure frequency assumptions downwards. This
may result in an upgrade of the notes.

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.

Fitch did not undertake a review of the information provided about
the underlying asset pool ahead of the transactions' closing. The
subsequent performance of the transactions 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

LMS1 and LMS2 each has an ESG Relevance Score of '5' for rule of
law, institutional and regulatory quality due to exposure to
jurisdictional legal risks; regulatory effectiveness; supervisory
oversight; foreclosure laws; government support and intervention,
which has a negative impact on the credit profile, and is highly
relevant to the rating.

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.



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

BPER BANCA: Fitch Gives 'BB' Rating to EUR6-BB EMTN Program
-----------------------------------------------------------
Fitch Ratings has assigned BPER Banca S.p.A.'s (BPER; BB+/Positive)
EUR6 billion euro medium-term note (EMTN) programme a senior
non-preferred (SNP) 'BB' long-term rating.

The rating is assigned to the programme and not to notes issued
under the programme. There is no assurance that notes issued under
the programme will be assigned a rating, or that the rating
assigned to a specific issue under the programme will have the same
rating as that assigned to the programme.

KEY RATING DRIVERS

BPER's SNP debt is rated one notch below the bank's Long-Term IDR
to reflect full depositor preference in Italy and the risk of
below-average recoveries arising from the use of more senior debt
to meet resolution buffer requirements and the combined buffer of
additional Tier 1, Tier 2 and SNP debt being unlikely to exceed 10%
of risk-weighted assets (RWAs).

SNP obligations are senior to any subordinated claims and junior to
senior preferred liabilities. SNP notes will be bailed in before
senior higher-priority debt in the event of insolvency or
resolution.

RATING SENSITIVITIES

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

The SNP debt rating would be downgraded if BPER's Long-Term IDR was
downgraded.

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

The SNP debt rating is sensitive to movements in BPER's Long-Term
IDR.

The rating would also be upgraded if the bank is expected to meet
its resolution buffer requirements exclusively with SNP debt and
more junior instruments or if we expect resolution buffers
represented by SNP and more junior instrument to sustainably exceed
10% of RWAs, both of which we currently view as unlikely.

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.

SISAL SPA: S&P Raises ICR to 'BB+' on Acquisition by Flutter
------------------------------------------------------------
On Aug. 4, 2022, Ireland-based betting and gaming group Flutter
Entertainment PLC (BB+/Stable/--) completed the acquisition of
Italian gaming operator Sisal S.p.A.

S&P said, "We raised our issuer credit rating on Sisal to 'BB+'
from 'B' and removed it from CreditWatch, where we placed it with
positive implications on Feb. 17, 2022 following the deal's
announcement.

"We withdrew our 'B' issue rating on Sisal's EUR275 million
outstanding notes, which the company has repaid as part of the
acquisition, as well as our 'B+' rating on the company's revolving
credit facility (RCF).

"We withdrew our long-term issuer credit rating on Sisal at the
company's request. At the time of the withdrawal, our outlook on
the company was stable, in line with that on its parent, Flutter
Entertainment."

Rating Action Rationale

The rating action follows the completion of Flutter Entertainment's
acquisition of Sisal. On Sept. 9, 2022, S&P Global Ratings raised
its issuer credit rating on Sisal to 'BB+' from 'B' to equalize it
with S&P's rating on its parent entity, Flutter Entertainment,
because it now considers Sisal to be a core entity of Flutter.

At the same time, S&P removed the issuer credit rating on Sisal
from CreditWatch, where it had placed it with positive implications
on Feb. 17, 2022.

S&P said, "We subsequently withdrew our ratings on Sisal's
outstanding notes and RCF, since the company has repaid all of its
debt following the acquisition's close. We also withdrew the
long-term issuer credit rating at the issuer's request. The outlook
was stable at the time of the withdrawal."




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

SCHOELLER PACKAGING: S&P Affirms 'B-' ICR, Alters Outlook to Neg.
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on Netherlands-based
Schoeller Packaging to negative from stable and affirmed its 'B-'
long-term ratings on the company and its senior secured notes.

The negative outlook reflects the possibility of a downgrade in the
next 12 months, if FOCF generation remains negative, resulting in
an unsustainable capital structure.

Schoeller Packaging's operating cash flow is not sufficient to fund
its capex program or unexpected working capital outflows. In the
first six months of 2022, the company generated S&P Global
Ratings-adjusted EBITDA of EUR29 million, in line with the same
period last year. However, substantial working capital outflows
(due to higher input costs) and investments in rental equipment led
to material lower FOCF than expected. S&P Global Ratings-adjusted
FOCF for the first half of 2022 was negative EUR44 million.

S&P said, "For 2022, we forecast Schoeller Packaging will generate
S&P Global Ratings-adjusted EBITDA of about EUR60 million, working
capital outflows of about EUR28 million (before an estimated EUR4
million in additional drawdowns under factoring facilities), and
capex of EUR49 million. As a result, we forecast negative adjusted
FOCF of EUR42 million in 2022.

"We expect FOCF will continue to be undermined by investments in
rental equipment. The leasing model requires high upfront
investments and has a payback period of about three-to-four years.
We anticipate positive FOCF generation from 2023, due to working
capital normalization."

The group's liquidity headroom has deteriorated. Due to negative
adjusted FOCF of EUR44 million at end-June 2022, Schoeller
Packaging drew EUR19 million under its revolving credit facility
(RCF), EUR10 million under its shareholder facility, and EUR4
million under its factoring lines. S&P said, "Given the
deterioration in liquidity, we revised our assessment of the
company's liquidity to less than adequate from adequate. We note
that Schoeller Packaging drew an additional EUR10 million in
shareholder loans in third-quarter 2022."

S&P said, "We expect Schoeller Packaging's debt to EBITDA will
exceed 6.0x in December 2022.The company's S&P Global
Ratings-adjusted debt exceeded EUR400 million on June 30, 2022.
This figure includes adjustments for lease liabilities (EUR47
million), sold receivables (EUR62 million), as well as pension and
guarantees (EUR7 million). Per our noncommon equity criteria, we
treat the EUR65 million shareholder facility (of which about EUR31
million was drawn at Sept. 1, 2022) and a EUR25 million shareholder
loan (fully drawn) as equity. Both loans are provided by
Brookfield."

The negative outlook reflects the possibility of a downgrade in the
next 12 months if FOCF remain negative and liquidity deteriorates
further, resulting in an unsustainable capital structure.

S&P could lower the ratings on Schoeller Packaging if:

-- S&P forecasts a deterioration in FOCF generation or liquidity

-- S&P believes that the company is unable to refinance its debt
facilities

S&P could revise the outlook to stable, if:

-- S&P forecasts neutral to positive FOCF.

-- The company's liquidity improves.

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


TITAN HOLDING II: Fitch Affirms 'B' IDR, Alters Outlook to Positive
-------------------------------------------------------------------
Fitch Ratings has revised European metal food can producer Titan
Holding II B.V.'s (Eviosys) Outlook to Positive from Stable, while
affirming its Long-Term Issuer Default Rating (IDR) at 'B'.

The revision of the Outlook reflects Eviosys's significantly
better-than-expected performance in 1H22 with strong pricing
leading to higher revenue, profitability and cash flow generation
expectations for 2022. This should translate into
lower-than-expected, albeit still high, leverage metrics. Eviosys's
ability to sustain the improved profitability and leverage in 2H22
and 2023, despite inflation and potential energy availability
challenges, will be key for the IDR.

Eviosys's IDR is constrained by its weaker financial profile driven
by its high leverage and historically weaker margins for the
sector. This is balanced by a strong business profile benefitting
from its very strong market position and its exposure to favourable
end-markets and resilient demand for metal food cans. However, the
group's exposure to Europe alone limits geographical
diversification.

KEY RATING DRIVERS

High but Improving Leverage:  The strong improvements in both
revenue and EBITDA in 1H22 could result in the group exceeding our
previous deleveraging expectations for 2022, with funds flow from
operations (FFO) leverage now forecast at 5.9x, versus 8.4x
previously and down sharply from 9.4x at end-2021. Maintaining the
improved leverage metrics will depend on Eviosys's ability to
increase prices while controlling costs given the persistent cost
inflation the group (and the wider sector) is currently exposed
to.

Steady EBITDA Margin Improvement: Eviosys's 1H22 margin was
significantly ahead of expectations on strong price increases,
despite slightly softer volumes, and due to inventory repricing
effect. We therefore expect 2022 EBITDA to be higher than our
previous forecast, and for Eviosys to maintain a steady margin
improvement from 2024. This should bring EBITDA margins more in
line with peers' and result in a financial profile that is stronger
than the current rating. The group's EBIT margins remain weaker
than many peers', although we expect steady improvement over
2022-2025.

Solid Free Cash Flow (FCF): As with most packaging companies
(except those with significant capex programmes) Eviosys delivered
solid FCF for 2021, which we forecast to improve over 2022-2025 to
2%-7% of revenue. This will be driven by strong pricing resulting
in higher EBITDA margins, which we expect to be largely maintained
through cost optimisation and the lack of dividend payments. Capex
has historically been around 1.5%-2% of revenue and we expect this
to remain at around 2% over the next five years to support growth.

Strong Market Position:  Eviosys is the largest metal food can
producer in Europe with a market share of about 39%, supported by
stable, non-cyclical end-markets. The group benefits from moderate
to high barriers to entry that include a broad network of
production facilities, and long-term relationships with key
customers as well as suppliers of tinplate, the group's core raw
material.

Exposure to Europe Partly Mitigated: Eviosys's European exposure
leaves the group vulnerable to potential energy (gas usage is
limited) rationing although this is partly mitigated by packaging
being an integral part of the food supply chain and by peak
exposures being in 1Q and 4Q, which are the quieter manufacturing
periods for Eviosys.

Limited Diversification: Eviosys's geographical diversification is
limited and mainly concentrated in Europe. Eviosys produces metal
food cans and its production facilities are located close to food
producers'. About 85% of Eviosys's revenue is exposed to the
production of metal food cans, which limits product diversification
versus higher-rated peers'. This is mitigated by stable demand from
food producers and supports Eviosys's solid position in the metal
food cans market.

Stability from Contracted Positions: A significant part of sales,
albeit lower than that of some Fitch-rated peers, is secured by
long-term contracts with a cost pass-through mechanism, which
enables the group to mitigate raw-material price volatility. It
further benefits from an annual pricing arrangement with both
customers and key raw material suppliers, thereby fixing a
significant portion of both its revenue and cost base and limiting
its volatility exposure.


End-Markets Provide Resilience: Eviosys is exposed to a broad range
of non-cyclical end-markets that are 95% covered under food,
including fruit & vegetables, fish, pet food and infant formula.
The high level of proven recyclability of metal can products places
the substrate favourably in comparison with some competing
substrates, particularly in light of increasing environmental
regulations and customer concerns or requirements.

Financial Policy Drives Deleveraging:  Eviosys's new owners have no
plans for material M&As or dividend payments until improved
internal profitability targets are achieved. We view this
positively as it should support Eviosys's deleveraging. Fitch
expects the group to maintain its conservative financial policy.
Any additional borrowings or shareholder-friendly cash deployment
policy will reduce the group's deleveraging capacity, which would
negatively affect the rating.

DERIVATION SUMMARY

Eviosy's business profile is weaker than that of higher-rated peers
such as Smurfit Kappa Group plc (BBB-/Stable), Berry Global Group,
Inc (BB+/Stable), Silgan Holdings Inc. (BB+/Stable) and CANPACK
S.A. (BB/Stable) due to a less diversified geographical presence
and a more limited product range. This is mitigated by its leading
market position in food metal packaging and expected sustainably
strong FCF generation.

Eviosys compares favourably with CANPACK and Ardagh Metal Packaging
S.A. (AMP; B/Stable), which are focused on beverage metal
packaging. Eviosy has similar scale to CANPACK but is much smaller
than AMP. Similarly to these peers Eviosys has limited product
diversification.

Eviosys's EBITDA margin historically was lower versus Fitch-rated
peers', before rising in 2022 ahead of our expectations. We expect
its EBITDA margin to be healthy at over 15% during 2022-2025, which
compares well with peers' reported 13%-20%. We continue to forecast
sustainably positive FCF margin of over 5% from 2023, which is
comparable with that of Silgan Holdings Inc. (4.5%-6.6%) and Berry
Global (6.4%-8%).

Eviosys's spin-off from Crown Holdings Inc lifted its Fitch-defined
FFO leverage in 2021 to 9.4x. However, profitability improvement
should allow the group to reduce FFO gross leverage to about 5.9x
in 2022, followed by gradual improvement over the rating horizon.
Its closest highly leveraged peer is Ardagh Group with leverage at
over 9x in 2021, but its business profile is stronger than
Eviosys's with greater diversification and a better contract
structure with pass-through of most costs. Forecast strong cash
flow generation should allow Eviosys to reduce FFO gross leverage
towards 5.5x by end-2024, which supports our Positive Outlook.

KEY ASSUMPTIONS

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

- High double-digit revenue growth in 2022, followed by low
   single-digit revenue growth to 2025

- EBITDA margin of about 15.5% in 2022, about 15% in 2023 before
   rising slightly to about 15.9% by 2025

- Working-capital outflow of more than EUR110 million in 2022,
   before normalising from 2023

- Capex at about EUR80 million in 2022, and about EUR50 million
   p.a. during 2023-2025

- No dividend payments to 2025

- No M&A to 2025

Key Recovery Rating Assumptions:

- The recovery analysis assumes that Eviosys would be deemed a
going concern (GC) in bankruptcy and that it would be reorganised
rather than liquidated

- Fitch's GC value available for creditor claims is estimated at
about EUR1 billion, assuming our revised GC EBITDA of EUR250
million. The revision of GC EBITDA reflects improvement of the
EBITDA margin in 2022, which we expect will be sustainable over the
rating horizon. CG EBITDA also assumes a loss of a major customer
and a failure to broadly pass on raw material cost inflation to
customers. The assumption also reflects corrective measures taken
in reorganisation to offset the adverse conditions that trigger
default

- A 10% administrative claim

- An enterprise value (EV) multiple of 5.5x EBITDA is applied to
the GC EBITDA to calculate a post-reorganisation EV. The multiple
is based on Eviosys's strong market position in Europe with
resilient performance during the pandemic, good customer
diversification with a long record of cooperation, and expected
strong FCF generation. At the same time, the EV multiple reflects
the group's concentrated geographical diversification and limited
range of products

- Fitch deducts about EUR358 million from the EV, due to
Eviosys's high usage of factoring facility adjusted for discount,
in line with Fitch's criteria

- Fitch estimates the total amount of senior debt claims at
EUR1,825 million, which includes an EUR275 million senior secured
revolving credit facility (RCF), EUR1,175 million senior secured
term loan B (TLB) and EUR375 million subordinated notes

- The allocation of value in the liability waterfall results in
recovery corresponding to 'RR3'/61% for the TLB and a recovery
corresponding to 'RR6'/0% for the subordinated notes

RATING SENSITIVITIES

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

- FFO gross leverage below 7.0x on a sustained basis

- EBITDA gross leverage below 6.0x on a sustained basis

- EBITDA margin above 16% on a sustained basis

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

- Operating EBITDA/interest paid below 2.5x

- Negative FCF margin on sustained basis

- FFO gross leverage remaining above 8.0x by end-2023

- EBITDA gross leverage not reducing below 7.0x by end-2023

LIQUIDITY AND DEBT STRUCTURE

Healthy Liquidity: At end-1H22 Eviosys reported Fitch-defined
readily available cash of EUR192 million, which was adjusted for
EUR15 million to cover intra-year working-capital needs. Following
the carve-out from Crown in 2021 Eviosys has no material scheduled
debt repayments until 2028.

Fitch-adjusted short-term debt is represented mainly by a drawn
factoring facility of about EUR412 million. This debt
self-liquidates with factored receivables. In addition, Eviosys has
an undrawn RCF facility of EUR275 million due in 2028, which
supports its liquidity position.

Eviosys's improvement in EBITDA and FFO generation and the absence
of dividend payments will further sustain positive FCF generation
and in turn the group's healthy liquidity position.

ISSUER PROFILE

Eviosys is the largest metal food can producer in Europe with a
market share of about 39% and 45 manufacturing facilities across 17
countries. Eviosys is the former European tinplate business of
Crown Holdings Inc.

RATING ACTIONS

  ENTITY / DEBT                 RATING         RECOVERY PRIOR  
  -------------                 ------         -------- -----
Titan Holdings II B.V.      LT IDR B     Affirmed        B

  Subordinated              LT     CCC+  Affirmed  RR6   CCC+

Kouti B.V.

  senior secured            LT     B+    Affirmed  RR3   B+



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

GOOGLE: Moscow Court Accepts Russian Unit's Bankruptcy Application
------------------------------------------------------------------
Alexander Marrow at Reuters reports that a Moscow court on Sept. 12
accepted a bankruptcy application by Google's Russian subsidiary
and started initial bankruptcy proceedings, placing the company
under supervision, Russian news agencies reported.

Alphabet Inc.'s Russian unit filed for bankruptcy this summer after
authorities seized its bank account, making it impossible to pay
staff and vendors. Free services, including search and YouTube,
have continued operating, Reuters relates.


UZAGROSUGURTA JSC: Fitch Affirms BB- Insurer Fin'l. Strength Rating
-------------------------------------------------------------------
Fitch Ratings has affirmed Uzbekistan-based Uzagrosugurta
Joint-Stock Company's Insurer Financial Strength (IFS) Rating at
'BB-'. The Outlook is Stable.

The affirmation reflects Uzagrosugurta's continuing state ownership
(Uzbekistan; Long-Term Local-Currency Issuer Default Ratings (IDR):
BB-/Stable). In addition, the rating reflects a record of capital
support by the Uzbek state and the insurer's systemic role in the
agricultural sector in the country.

Uzagrosugurta's standalone credit quality reflects its weak capital
position, profitable but volatile financial performance, and high
investment risk. The insurer also has significant catastrophe
exposure in its agricultural portfolio, although this risk is
partly mitigated by the availability of the government's stop-loss
facility.

KEY RATING DRIVERS

Ownership Drives Rating: Uzagrosugurta is 94.6% state-owned through
the Ministry of Finance. The government plans to divest a
significant minority stake in Uzagrosugurta to a strategic investor
by end-2023. We expect the government to continue to own the
majority stake in the company, and hence to retain control over the
insurer due to its systemic role in agricultural insurance. Fitch
would view this transaction as credit-neutral if Uzagrosugurta
remains state-controlled and systemically important.

Weak Capital Position: Fitch assesses Uzagrosugurta's capital
position as weak. Its regulatory solvency margin deteriorated to
143% at end-2021, and remained at this level at end-1H22, compared
with 207% at end-2020. This was due to significant premium growth
mainly in inwards insurance, a new business line for the company.

Uzagrosugurta scored 'Adequate' at end-2021 under Fitch's Prism
Factor-Based Model, an improvement from 'Somewhat Weak' at
end-2020. The strengthening was due to decreased risk retention
(inwards reinsurance is mainly ceded abroad), which helped to ease
pressure on target capital, and to significant profit generation,
which helped support available capital.

Exposure to Catastrophe Risk: Uzagrosugurta's capital is exposed to
catastrophe risk which, however, is not quantified. Like its local
peers, Uzagrosugurta does not conduct any internal assessment of
the possible maximum catastrophe exposure on its business
portfolio. This risk is partially mitigated by the presence of a
stop-loss facility provided by the government for agricultural
insurance.

Profitable but Volatile Financial Performance: In 2021
Uzagrosugurta reported a positive but declining net result, as
manifested in a net income return on equity (ROE) of 3%, down from
22% in 2020. This was mainly driven by a worsened underwriting
result, as reflected in a higher combined ratio of 113% in 2021,
versus 96% in 2020.

The worsened underwriting profitability was mainly due to
burdensome administrative expenses stemming from the company's
dense network branch and ambitious plans to expand its
non-agricultural portfolio. However, Uzagrosugurta's loss ratio
improved to 16% in 2021 from 45% in 2020, mainly due to the
company's decision in 2021 to diversify its portfolio to more
profitable lines such as commercial property and mortgaged
properties. The company also substantially reduced its exposure to
a number of loss-making lines.

High Investment Risk: Uzagrosugurta's investment portfolio is
dominated by bank deposits placed with a fairly large number of
state-owned and large private banks mainly in the 'B' and 'BB'
rating categories. The company also has sizeable equity instruments
- 21% of total invested assets at end-2021. Although these
instruments are formally traded on the local stock exchange, Fitch
views them as of low liquidity due to their modest transaction
volumes. At the same time, we believe the company's ability to
achieve better diversification by instrument or by issuer is
limited by narrow investment opportunities in Uzbekistan.

RATING SENSITIVITIES

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

-- A one-notch upgrade of Uzbekistan's Long-Term Local-Currency

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

-- A one-notch downgrade of Uzbekistan's Long-Term Local-Currency

    IDR

-- A significant adverse change in Fitch's view of
    Uzagrosugurta's relations with the government

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.



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

AUTONORIA SPAIN 2022: Fitch Gives B(EXP) Rating to Class F Debt
---------------------------------------------------------------
Fitch Ratings has assigned AutoNoria Spain 2022, FT expected
ratings.

The assignment of final ratings is contingent on the receipt of
final documents conforming to information already received.

RATING ACTIONS

ENTITY / DEBT              RATING  
-------------              ------

AutoNoria Spain 2022, FT

Class A ES0305652002  LT AAA(EXP)sf  Expected Rating
Class B ES0305652010  LT AA+(EXP)sf  Expected Rating
Class C ES0305652028  LT A+(EXP)sf   Expected Rating
Class D ES0305652036  LT A-(EXP)sf   Expected Rating
Class E ES0305652044  LT BB(EXP)sf   Expected Rating
Class F ES0305652051  LT B(EXP)sf    Expected Rating
Class G ES0305652069  LT NR(EXP)sf   Expected Rating


TRANSACTION SUMMARY

AutoNoria Spain 2022, FT is a revolving securitisation of a
portfolio of fully amortising auto loans originated in Spain by
Banco Cetelem S.A.U. (Cetelem, the seller and originator, unrated).
Cetelem is a specialist lender fully owned by BNP Paribas S.A.
(A+/Stable/F1).

KEY RATING DRIVERS

Asset Assumptions Reflect Mixed Portfolio: The portfolio includes
loans for the acquisition of cars (new and used), motorcycles and
recreational vehicles. Fitch calibrated asset assumptions for each
product separately, reflecting different performance expectations
and product features. Fitch has assumed base-case lifetime default
and recovery rates of 3.6% and 20.4%, respectively, for the blended
stressed portfolio given Cetelem's historical data, Spain's
economic outlook and the originator's underwriting and servicing
strategies.

Sensitivity to Pro-Rata Period: The class A-G notes will amortise
pro rata if certain principal deficiency ledger and default-based
performance triggers are not breached. The length of the pro-rata
period and therefore outflow of funds to junior positions on the
waterfall is driven by the absolute level and timing of defaults.
Lower defaults with back-loaded timing may lead to a later switch
to sequential note amortisation and could be more detrimental for
the notes than higher defaults with a front-loaded timing.

Short Revolving Period Limits Risk: The transaction has a six-month
revolving period. Fitch believes revolving periods increase risk,
due to longer exposure to the economic cycle, the possibility of
underwriting standards loosening and potential pool migration
towards riskier asset types. Fitch considered these risks when
setting the 'AAA' default multiple of about 5.2x, and determining
stressed pool composition assumptions. However, the short length of
the revolving period and tight replenishment criteria limit the
potential for adverse migration.

Servicing Disruption Risk Mitigated: Fitch views the cash reserve
as adequate to mitigate payment interruption risk in a scenario of
servicer disruption. It is available to cover senior costs and
class A to F interest for over three months, which we view as
sufficient to implement an alternative arrangement.

RATING SENSITIVITIES

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

Rating sensitivity to increased defaults:

Increase base case by 10% / 25% / 50%

Class A: 'AA+sf' / 'AA+sf' / 'AA-sf'

Class B: 'AAsf' / 'AA-sf' / 'Asf'

Class C: 'Asf' / 'A-sf' / 'BBB+sf'

Class D: 'BBB+sf' / 'BBBsf' / 'BBB-sf'

Class E: 'BB-sf' / 'B+sf' / 'B-sf'

Class F: 'B-sf' / 'CCCsf' / 'NRsf'

Rating sensitivity to reduced recoveries:

Reduce base case by 10% / 25% / 50%

Class A: 'AAAsf' / 'AA+sf' / 'AA+sf'

Class B: 'AA+sf' / 'AA+sf' / 'AAsf'

Class C: 'A+sf' / 'Asf' / 'Asf'

Class D: 'BBBsf' / 'BBB+sf' / 'BBB+sf'

Class E: 'BBsf' / 'BB-sf' / 'B+sf'

Class F: 'Bsf' / 'Bsf' / 'CCCsf'

Rating sensitivity to increased defaults and reduced recoveries:

Increase defaults and reduce recoveries by 10% / 25% / 50% each:

Class A: 'AA+sf' / 'AAsf' / 'A+sf'

Class B: 'AAsf' / 'A+sf' / 'A-sf'

Class C: 'Asf' / 'BBB+sf' / 'BBBsf'

Class D: 'BBB+sf' / 'BBBsf' / 'BB+sf'

Class E: 'BB-sf' / 'Bsf' / 'CCCsf'

Class F: 'B-sf' / 'CCCsf' / 'NRsf'

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

Rating sensitivity to reduced defaults and increased recoveries:

Increase defaults and reduce recoveries by 10% each:

Class A: 'AAAsf'

Class B: 'AA+sf'

Class C: 'A+sf'

Class D: 'Asf'

Class E: 'BB+sf'

Class F: 'BB-sf'

BOLUDA TOWAGE: Fitch Affirms 'BB' LongTerm IDR, Outlook Negative
----------------------------------------------------------------
Fitch Ratings has affirmed Boluda Towage, S.L.'s (Boluda) Long-Term
Issuer Default Rating (LT IDR) and EUR890 million senior secured
term loan B (TLB) at at 'BB'. The Outlooks of both the LT IDR and
TLB remain Negative.

RATING RATIONALE

The ratings reflect the group's fairly high leverage profile, its
single-bullet debt structure and stable cash flow generation
resulting from a geographically diversified portfolio of operations
with a solid presence in some markets where it is the sole operator
(above 80% of consolidated EBITDA).

The stable revenue profile is also supported by a lack of
competition in the group's traditional markets. However, exposure
to markets where Boluda faces competition may affect revenue
resilience. In addition, its KST acquisition in 2019 put pressure
on Boluda's margins, which are now also exposed to rising fuel and
other costs. These factors, together with the FRC leverage under
pressure until 2024, drive the Negative Outlook.

The bullet-debt structure is unhedged and entails significant
refinancing risk at maturity, especially if Boluda's competitive
environment deteriorates and its licences or concessions are not
renewed. However, the group has a record of extending existing
licences and because it owns its vessels, it could find new markets
if concessions are not extended.

Boluda's liquidity position is comfortable for the next three
years, with no bullet maturities until 2026. We expect the group's
cash flow post-capex to remain positive in our Fitch rating case
(FRC).

KEY RATING DRIVERS

Diversified and Resilient Volumes - Volume Risk: 'High Midrange'

Fitch has revised its assessment of revenue risk (volume) to 'High
Midrange' from 'Stronger' following the publication of its new
Transportation Infrastructure Rating Criteria, which assesses
volume risk on a five-point scale.

Boluda is well-diversified by geographical footprint and cargo mix.
It operates in 15 countries and almost 70 ports. It is mainly the
sole operator in its traditional markets, but since the KST
acquisition it has increased its exposure to more competitive
northern European markets. Fitch expects volume performance to be
more stable in markets where Boluda acts as sole operator (about
80% of EBITDA) than in markets with competition (about 20%).

Revenue growth has been solid since 2008 with a peak-to-trough in
volumes between -9% and -13% for Spain, France and Africa (on a
like-for-like basis). In 2020, during the Covid-19 crisis, volume
fell an overall 6%, as ports remained fairly resilient during this
period.

The main threats to Boluda's revenue resilience are the
implementation of measures to facilitate competition in markets
where it acts as sole operator, or further consolidation in the
towage services industry, which may attract large competitors with
the financial resources to make the required investments to operate
in bigger ports where Boluda acts as sole operator. However,
competition in the group's historical markets is still limited.

Limited Flexibility on Tariffs - Price Risk: 'Midrange'

Boluda has limited pricing flexibility, as the pricing of its
services is capped under its licences or concession agreements, and
because of competition in some ports, which depresses prices there.
Boluda signs global agreements with most of its clients that
include discounts on tariffs, to encourage the use of its services
in ports where it faces competition.

About 55% of revenue comes from global and regional agreements that
include discounts, and the average discount differs by client and
type of contract. This gives Boluda some flexibility, as it might
be able to renegotiate the terms of the contract if the tariff is
significantly reduced, or renegotiate the discount in the next
contract renewal.

Well-Maintained and Young Fleet, and Self-Funded Capex -
Infrastructure Development and Renewal: 'Stronger'

Boluda has a well-maintained and modern fleet (average life of 17
years compared with 40-45 of useful life). Maintenance needs,
timing and capital planning are well-defined, based on its
long-term experience. Also, Boluda has shown significant capex
flexibility in its roll-out plans during downturns.

Capex is self-funded, and includes acquisition of new vessels in
2022-2026. Boluda has a detailed plan for dry-docking, which is
based on its own experience, and ensures adequate conditions of the
fleet. It is exposed to extraordinary dry-docking, but we believe
this risk is manageable given the size of the fleet and their
long-term experience. Boluda complies with current environmental
requirements as it has invested in adapting its fleet to comply
with environmental standards on CO2 and sulphur emissions.

Refinancing and Interest Rate Risk - Debt Structure: 'Weaker'

Boluda's rated TLB is senior secured debt but is fully exposed to
interest-rate risk. Significant exposure to the refinancing of the
bullet structure further weighs on our assessment. The covenant
package is looser than in a traditional project-finance debt
structure. It has no financial default covenant, and the structure
only benefits from a springing leverage financial covenant for the
benefit and protection of revolving credit facility (RCF) lenders.

Boluda has some flexibility regarding additional financial
indebtedness, as it could increase leverage (net debt/EBITDA as
calculated under the finance documentation) 1x above the ratio at
closing, with a basket of other permitted financial indebtedness.
Excess cash flow sweep and lock-up features are present but also
less protective than in a traditional project-finance structure,
weakening the ring-fencing.

Boluda's shareholder has no reliance on Boluda's dividends. While
as a family-run business they received no distributions during the
Covid-19 crisis, we expect dividends to resume as soon as
performance stabilises.

Boluda's current weighted average concession life remains at around
10 years, the same level as at least over the last three years.

Financial Profile

Under the updated FRC, Boluda's gross leverage returns to within
our current negative rating sensitivity of 6x by 2024, indicating a
temporary impairment of its credit profile after the 2020 shock.
However, leverage will remain at slightly higher levels over the
rating horizon of 2022-2026 than expected when we assigned the
company its ratings, due to uncertainty over impact of the increase
in fuel prices and inflation on margins.

PEER GROUP

We have compared Boluda with EP BCo S.A. (Euroports; BB-/Negative)
and Mersin Uluslararasi Liman Isletmeciligi A.S. (senior unsecured
debt B/Negative).

Euroports has a similar debt structure to Boluda, common for
leveraged-finance transactions, with weak structural features, but
Boluda benefits from better geographic and cargo diversification
and stronger resilience in its historical volumes, resulting in the
higher rating.

Mersin has lower leverage of around 3.1x in 2021-2024. However,
Mersin's debt rating is capped by the Turkish Country Ceiling.

RATING SENSITIVITIES

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

- Gross debt/EBITDA above 6.0x on a sustained basis

- Failure to maintain comfortable and long-dated weighted average

   concession life

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

- Quicker-than-assumed deleveraging supporting the recovery of
   credit metrics may result in a revision of the Outlook to
   Stable

CREDIT UPDATE

Following a fall of 6% in tug moves in 2020 due to the Covid-19
impact, volumes increased 2% in 2021, in line with budget. Average
price per service also increased 2.2%, slightly better than
budgeted, due to better performance of energy traffic. As a result,
revenue increased 5% in 2021. Despite higher fuel costs, EBITDA
also increased 13% compared with previous year, reflecting an
uptick in activity.

In 1H22, Boluda improved its performance on pricing because of
increased tanker and LNG volumes, among others. Boluda's revenue
recovered to 2019 levels (up 6%) in the last 12 months to June.

Boluda's liquidity position is solid, and expects to repay in 2022
the funds drawn under the RCF (EUR19.5 million). Given the bullet
nature of its TLB the group has no refinancing needs until 2026.

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.



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

BETTER RETIREMENT: Enters Into Creditors Voluntary Liquidation
--------------------------------------------------------------
Cristian Angeloni at International Adviser reports that UK
financial advice firm Better Retirement Group (BRG) has entered
liquidation on Sept. 2, the company’s website shows.

On the same day, it ceased trading and entered into creditors
voluntary liquidation, with Constantinos Pedhiou of Begbies Traynor
(Central) and Alan Clark of Carter Clark Financial Recovery
appointed as joint liquidators, International Adviser relates.

The Financial Services Compensation Scheme (FSCS) on Sept. 7
announced that BRG was under investigation as it was among the
companies associated with the British Steel Pension Scheme scandal,
International Adviser discloses.

According to International Adviser, the lifeboat scheme confirmed
to International Adviser it has already received claims against the
firm, mostly related to pension transfer advice to British Steel
members, but that it has not been declared in default yet.



CINEWORLD GROUP: Bankruptcy Court Okays First Day Relief Motions
----------------------------------------------------------------
Cineworld Group plc and its subsidiaries (the "Group"), a leading
cinema operator in 10 countries, including the United States and
the United Kingdom, with 747 sites and 9,139 screens globally, on
Sept. 9 disclosed that Cineworld and certain of its subsidiaries
(collectively, the "Group  Chapter 11 Companies") have received
approval from the United States Bankruptcy Court for the Southern
District of Texas (the "Court") for "first day" relief related to
its Chapter 11 proceedings filed on September 7, 2022.

As part of these motions, the Court on Sept. 9 granted the Group
immediate access to up to approximately $785 million of an
approximate $1.94 billion debtor-in-possession ("DIP") financing
facility that, together with the Group's available cash reserves
and cash provided by operations, is expected to provide sufficient
liquidity for Cineworld to meet its ongoing obligations, including
post-petition obligations to vendors and suppliers, as well as
employee wages, salaries and benefits programs. The remainder of
the DIP facility will become available upon Court approval on a
final basis.

The Group Chapter 11 Companies intend to pay vendors and suppliers
in full and on normal terms for valid amounts for goods and
services received during the Chapter 11 process. Employees will
also continue to receive their usual wages and benefits without
interruption.

Cineworld and its brands around the world -- including Regal,
Cinema City, Picture House and yes Planet -- are continuing to
welcome moviegoers to cinemas as usual, which will not change
during the Chapter 11 cases. The Group will continue to honour the
terms of all existing customer membership programs, including Regal
Unlimited and Regal Crown Club in the United States and Cineworld
Unlimited in the United Kingdom.

"[Fri]day's approval of our requested 'first day' relief is a
positive step forward for the Group and our restructuring efforts,"
said Mooky Greidinger, Chief Executive Officer of Cineworld. "As we
position Cineworld for long-term growth, through this Chapter 11
process and beyond, we remain steadfast in our commitment to
providing our guests with the most memorable moviegoing experiences
and maintaining our long-standing relationships with our business
partners."

For more information on the Group Chapter 11 Companies'
restructuring, including access to Court documents, please visit
https://cases.ra.kroll.com/cineworld or call 844-648-5574
(toll-free in United States/Canada) and +1 845-295-5705 (for tolled
international calls).

                      About Cineworld Group PLC

London-based Cineworld Group PLC (LSE: CINE) was founded in 1995
and is the world's second-largest cinema chain.  Cineworld operates
751 sites with 9,000 screens in 10 countries, including the
Cineworld and Picturehouse screens in the UK and Ireland, Yes
Planet in Israel, and Regal Cinemas in the US.

According to The Guardian, the Griedinger family, including Mooky's
brother and deputy chief executive, Israel, have struggled to
maintain control of the ailing business but have been forced to
reduce their stake from 28% in recent years.  Cineworld's top five
investors include the Chinese Jangho Group at 13.8%, Polaris
Capital Management (7.82%), Aberdeen Standard Investments (4.98%)
and Aviva Investors (4.88%).

The London-listed Cineworld, which has run up debt of more than
$4.8 billion after losses soared during the pandemic, is pinning
its hopes on a meatier slate of movies in 2022 to bounce back from
a two-year lull.

Cineworld Group plc and 104 affiliates sought Chapter 11 protection
(Bankr. S.D. Tex. Lead Case No. 22-90168) on Sept. 7, 2022,
estimating more than $1 billion in assets and debt.

PJT Partners LP is providing financial advice, Kirkland & Ellis LLP
and Slaughter and May are acting as legal counsel and AlixPartners
LLP is serving as restructuring advisor to Cineworld.  Jackson
Walker LLP is the co-bankruptcy counsel.  Kroll is the claims
agent.


CINEWORLD GROUP: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Cineworld Group plc
             8th Floor Vantage London, Great West Road
             Brentford, England, UK TW8 9AG

Business Description: Cineworld Group plc (together with its
                      Debtor and non-Debtor affiliates) is a
                      cinema chain operating under five major
                      brands, employing a global workforce of
                      approximately 30,000 employees and operates
                      747 locations with 9,139 screens in 10
                      countries.

Chapter 11 Petition Date: September 7, 2022

Court: United States Bankruptcy Court
       Southern District of Texas

One hundred five affiliates that concurrently filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code:

    Debtor                                        Case No.
    ------                                        --------
    Cineworld Group plc (Lead Case)               22-90168
    13th Avenue Partners, L.L.C.                  22-90172
    A 3 Theatres of San Antonio, Ltd.             22-90167
    A 3 Theatres of Texas, Inc.                   22-90176
    Augustus 1 Limited                            22-90245
    Augustus 2 Limited                            22-90247
    Basildon Cinema 2 Limited                     22-90252
    Basildon Cinema Number Two 2 Limited          22-90249
    Bromley Cinema 2 Limited                      22-90250
    Busby Assignco, LLC                           22-90170
    Cine-UK Limited                               22-90251
    Cinebarre, LLC                                22-90169
    Cinemas Associates, LLC                       22-90171
    Cineworld Cinema Properties Limited           22-90241
    Cineworld Cinemas Holdings Limited            22-90243
    Cineworld Cinemas Limited                     22-90246
    Cineworld Elite Picture Theatre
    (Nottingham) Limited                          22-90228
    Cineworld Estates Limited                     22-90231
    Cineworld Funding (Jersey) Limited            22-90235
    Cineworld Holdings Limited                    22-90240
    Cineworld Hunco KFT                           22-90244
    Cineworld South East Cinemas Limited          22-90209
    City Screen (Brighton) Limited                22-90214
    City Screen (Liverpool) Limited               22-90216
    City Screen (S.O.A.) Limited                  22-90218
    City Screen (Stratford) Limited               22-90223
    City Screen (York) Limited                    22-90227
    Classic Cinemas Limited                       22-90230
    Consolidated Theatres Management, L.L.C.      22-90180
    Crown Finance US, Inc.                        22-90188
    Crown Intermediate Holdco, Inc.               22-90191
    Crown Theatre Corporation                     22-90194
    Crown UK Holdco Limited                       22-90234
    CS (Brixton) Limited                          22-90258
    CS (Exeter) Limited                           22-90259
    CS (Norwich) Limited                          22-90260
    Eastgate Theatre, Inc.                        22-90195
    Edwards Theatres, Inc.                        22-90198
    Empire Cinema 2 Limited                       22-90248
    Frederick Plaza Cinema, Inc.                  22-90190
    Gallery Cinemas Limited                       22-90253
    Gallery Holdings Limited                      22-90254
    Great Escape Lagrange LLC                     22-90206
    Great Escape LLC                              22-90210
    Great Escape Nitro, LLC                       22-90221
    Great Escape of O'Fallon, LLC                 22-90226
    Great Escape Theatres, LLC                    22-90271
    Great Escape Theatres of Bowling Green, LLC   22-90232
    Great Escape Theatres of Harrisburg, LLC      22-90236
    Great Escape Theatres of Lebanon, LLC         22-90239
    Great Escape Theatres of New Albany, LLC      22-90242
    Hemel Hempstead Two Cinema 2 Limited          22-90255
    Hollywood Theatres, Inc.                      22-90270
    Hollywood Theatres III, Inc.                  22-90265
    Hoyts Cinemas Corporation                     22-90261
    Interstate Theatres Corporation               22-90264
    Lois Business Development Corporation         22-90267
    McIntosh Properties, LLC                      22-90263
    NewCastle Cinema 2 Limited                    22-90256
    Newman Online Limited                         22-90257
    Next Generation Network, Inc.                 22-90268
    Oklahoma Warren Theatres, LLC                 22-90269
    Oklahoma Warren Theatres II, LLC              22-90262
    Pacific Rim Business Developoment Corporation 22-90266
    Picturehouse Bookings Limited                 22-90219
    Picturehouse Cinemas Limited                  22-90225
    Picturehouse Entertainment Limited            22-90229
    Poole Cinema 2 Limited                        22-90237
    R.C. Cobb, Inc.                               22-90205
    R.C. Cobb II, LLC                             22-90204
    Ragains Enterprises LLC                       22-90203
    RCI/FSSC, LLC                                 22-90192
    RCI/RMS, LLC                                  22-90196
    Regal - 18, LLC                               22-90200
    Regal/Atom Holdings, LLC                      22-90183
    Regal/Cinebarre Holdings, LLC                 22-90187
    Regal/DCIP Holdings, LLC                      22-90207
    Regal Cinemas, Inc.                           22-90197
    Regal Cinemas Corporation                     22-90202
    Regal Cinemas Holdings, Inc.                  22-90186
    Regal Cinemas II, LLC                         22-90193
    Regal Cinemedia Corporation                   22-90199
    Regal Cinemedia Holdings, LLC                 22-90201
    Regal Distribution, LLC                       22-90185
    Regal Distribution Holdings, LLC              22-90189
    Regal Entertainment Group                     22-90181
    Regal Entertainment Holdings, Inc.            22-90175
    Regal Entertainment Holdings II LLC           22-90178
    Regal Gallery Place, LLC                      22-90173
    Regal Investment Company                      22-90222
    Regal Licensing, LLC                          22-90233
    Regal Stratford, Inc.                         22-90238
    RegalRealty - 17, LLC                         22-90211
    Richmond I Cinema, LLC                        22-90215
    The Movie Machine, LLC                        22-90174
    UA Shor, LLC                                  22-90177
    UA Swansea, LLC                               22-90179
    United Artists Propeties I Corp.              22-90182
    United Artists Realty Company                 22-90184
    United Artists Theatre Circuit, Inc.          22-90212
    United Artists Theatre Circuit II, LLC        22-90208
    United Artists Theatre Company                22-90213
    Valeene Cinemas, LLC                          22-90217
    Wallace Theatre Holdings, Inc.                22-90220
    Warren Oklahoma Theatres, Inc.                22-90224

Judge: Hon. Marvin Isgur

Debtors'
General
Bankruptcy
Counsel:          Joshua A. Sussberg, P.C.
                  Christopher Marcus, P.C.
                  Christine Okike, P.C.
                  Ciara Foster
                  KIRKLAND & ELLIS LLP
                  KIRKLAND & ELLIS INTERNATIONAL LLP
                  601 Lexington Avenue
                  New York, New York 10022
                  Tel: (212) 446-4800
                  Fax: (212) 446-4900
                  Email: joshua.sussberg@kirkland.com
                         christopher.marcus@kirkland.com
                         christine.okike@kirkland.com
                         ciara.foster@kirkland.com

Debtors'
Co-Bankruptcy
Counsel:          Matthew D. Cavenaugh, Esq.
                  Rebecca Blake Chaikin, Esq.
                  Veronica A. Polnick, Esq.
                  Vienna Anaya, Esq.
                  JACKSON WALKER LLP
                  1401 McKinney Street, Suite 1900
                  Houston, TX 77010
                  Tel: (713) 752-4200
                  Fax: (713) 752-4221
                  Email: mcavenaugh@jw.com
                         rchaikin@jw.com
                         vpolnick@jw.com
                         vanaya@jw.com


Debtors'
English
Counsel:          SLAUGHTER AND MAY

Debtors'
Investment
Banker:           PJT PARTNERS LP

Debtors'
Financial &
Restructuring
Advisor:          ALIXPARTNERS, LLP

Debtors'
Claims &
Noticing
Agent:            KROLL RESTRUCTURING ADMINISTRATION LLC

Independent
Advisers
to the Board:     ASHURST LLP AND
                  KRAMER LEVIN NAFTALIS & FRANKEL LLP

Estimated Assets: $1 billion to $10 billion

Estimated Liabilities: $10 billion to $50 billion

The petition was signed by James A. Mesterharm as chief
restructuring officer.

A full-text copy of the Lead Debtor's petition is available for
free at PacerMonitor.com at:

https://www.pacermonitor.com/view/MDIBTZI/Cineworld_Group_plc__txsbke-22-90168__0001.0.pdf?mcid=tGE4TAMA

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
1. AMAS Ltd. T/A Jones Lang Lasalle      Rent           $7,849,764
P.O. Box 55791, Docklands, London,
England E14 7A
Town Hall Market Place, Henley-on-
Thames, England RG9 2AQ
Email: credit_management@standardlife.com
aamcashiers@eu.jll.com

2. Arvest Bank                        Bank Loans       $11,900,000
1501 W Edmond Road,
Edmond, OK 73003
Shandy Belford
Tel: (405) 419-3834
Email: sbelford@arvest.com

3. Bidvest Noonan (UK) Ltd.           Trade Debt        $3,214,557
St Magnus House 3, Lower Thames
Street, london, England EC3R 6HD
Tel: 44-844-225-1115
Email: ar@bidvestnoonan.com

4. BNY Melon                          Bank Loans      $213,000,000
160 Queen Victoria Street,
London, England EC4V 4LA
Joanne Hume
Tel: 44 (0) 1202 689653
Email: Ian.Johnson@bnymellon.com

5. Booker Limited                     Trade Debt        $2,019,919
Equity House Irthlingborough Road,
Wellingborough, England NN8 1LT
Terry Riley
Email: accountsreceivable@booker.co.uk
creditcontrol@booker.co.uk

6. Christie Digital                   Trade Debt        $1,891,918

Systems Canada Inc. - USD
200 Ashville Way, Workingham,
England RG41 2PL
Email: ARQueries-EMEA@christiedigital.com
cinema.orders.emea@christiedigital.com

7. Christie Digital                   Trade Debt        $3,952,541

Systems USA Inc. RCM
10550 Camden Drive,
Cypress, CA 90630
Paul Haupert
Tel: 714-220-3561
Email: Paul.haupert@christiedigital.com

8. Cinionic Inc.                       Trade Debt       $8,639,937
11080 White Rock Rd, Suite 100,
Rancho Cordova, CA 95670
Paul Hermans
Tel: +32 495 36 22 02
Email: paul.hermans@cinionic.com

9. CJ 4DPLEX                          Construction      $1,669,668

           
6F I-Park Mall Hangang-daero 23-gil
55, Yongsan-gu,
Seoul, South Korea 04377
Tel: 82 371 5246
Email: youngsoo.kim6@cj.net
       hc.ahn@cj.net

10. CJ 4DPLEX Americas LLC            Construction      $1,718,438
7082 Hollywood Blvd., Suite 600,
Los Angeles, CA 90028
Don Savant
Tel: 213-378-2014
Email: Don.savant@cj.net

11. IMAX Corporation                   Trade Debt       $8,881,917
2525 Speakman Drive, Mississauga,
ON, Canada L5K1B
Mark Welton
Tel: 905-403-6254
Email: MWelton@imax.com

12. IMAX Theatres International Ltd. Construction       $2,534,949
2525 Speakman Drive, Mississauga,
ON, Canada L5K 1B1
Will Carass
Email: WCarass@imax.com

13. Intertrust Technologies           Settlement        $4,500,000
Corporation                           Agreement
920 Stewart Drive, Suite 100,
Sunnyvale, CA 94085
General Counsel
Email: jmcdow@intertrust.com

14. JP Morgan Chase                   Trade Debt        $1,865,101
P.O. Box 100486, 2710 Media Center
Drive, Building #6, Suite 120, Los
Angeles, CA 90065
Paramount Theat. Dist. Rcpt,

15. Lionsgate Film Inc.               Trade Debt       $15,135,562
579 Fifth Avenue, 14th Floor,
New York, NY 1001
Harvey Shapiro
Tel: (212) 621-8224
Email: hshapiro@sargoy.com

16. Maeve Contractors Ltd.           Construction       $2,868,391
Unit 1, 5 Eastfields Avenue,
London, England SW18 1FU
Email: info@maevecontractors.co.uk

17. MAPP Property                        Rent           $3,937,518

Management Limited
180 Great Portland Street, London,
England W1W 5QZ
Lisa Glendinning
Tel: 0207 908 5643
Email: cashier@wearemapp.com
lisa.glendinning@wearemapp.com
yazmin.griffiths@wearemapp.com

18. McCarthy Tetrault LLP            Professional       $1,662,033


Box 48, Suite 5300,                    Services
Toronto-Dominion
Bank Tower, Toronto, ON, Canada
M5K 1E6
Tel: 416-362-1812
Email: TOR-AR@mccarthy.ca

19. Realty Income Corporation            Rent           $5,000,000
11995 El Camino Real,
San Diego, CA 92130
Tel: 858-284-5000

20. Royal Paper Corporation -         Trade Debt        $3,468,853
Purchasing
10232 Palm Drive,
Santa Fe Springs, CA 90670
George Abiaad
Tel: 562-903-9030
Email: GAbiaad@royalcorporation.com

21. Savills Commercial Ltd.              Rent          $10,125,029
12 Booth St., Manchester, England
M2 4AW
Email: managementtreasury@savills.com

22. Sony Pictures Releasing           Trade Debt        $3,269,023
The Brunel Building, 2 Canalside
Walk, London, England W2 1DG
10202 W. Washington Blvd., Jimmy
Stewart Bldg., Room 323D, Culver
Jake Walker and Jon Stone
Email: Jake_Walker@spe.sony.com
UK_Remittances@spe.sony.com
Anneka_Ruparelia@spe.sony.com

23. The Walt Disney Company Ltd.      Trade Debt       $12,082,212
The Walt Disney Company Pavilion
House, 31-32, Dublin, Ireland D02
Kerryann Leonard
Tel: +44 208 222 59 00
Email: Kerryann.Leonard@disney.com
DWSS.EMEA.UK.Collection@disney.com

24. Universal                         Trade Debt       $20,461,774
Central Saint Giles St Giles High
Street, London, England WC2H 8NU
Email: Universalpicturesukandeire.finance@nbcuni.com

25. Vistar Northern California        Trade Debt       $12,218,140
P.O. Box 951080, Dallas, TX 75395
John Mizer
Tel: 303-662-7135
Email: John.Mizer@pfgc.com

26. Walt Disney Studios Motion        Trade Debt        $1,983,947
Pictures
Bank of America Lockbox Sevices
13497 Collections, Chicago, IL 60693

27. Warner Bros                       Trade Debt        $5,649,945
Entertainment UK Limited
Warner House 98 Theobalds Road,
London, England WC1X 8WB
Email: Alina Swierzewska
alina.swierzewska@warnerbros.com
Liliana.Carata@warnerbros.com

28. Warner Bros Pictures Inc.          Trade Debt       $2,090,900
3903 W Olive Avenue, Burbank, CA
91505
Jennifer Amaya

29. Wilmington Trust                   Bank Loans      $39,251,667
50 South Sixth Street, Suite 1290,
Minneapolis, MN 55402
Jay Campbell
Tel: 612 217 5676
Email: JCAMPBELL3@WilmingtonTrust.com

30. Workman LLP - Feltham                 Rent          $4,307,214
4th Floor Minton Place, Station Road,
Swindon, England SN1 1D
1412258085
Email: swindon.cashiers@workman.co.uk


CINEWORLD GROUP: S&P Downgrades ICR to 'D' on Bankruptcy Filing
---------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Cineworld
Group PLC to 'D' from 'CCC'. S&P also lowered the issue ratings on
the group's first- and second-lien debt instruments to 'D' from
'B-' and 'CCC', respectively.

The downgrade follows Cineworld's Chapter 11 bankruptcy filing.

The filing has received the support of the group's existing secured
lenders. S&P said, "We understand the process will involve all of
the group's outstanding debt facilities. Cineworld entered
bankruptcy with more than $5 billion of financial debt, and another
$4 billion of lease commitments. The group paid about $230 million
in cash interest and about $400 million in rent in 2021, which,
combined with depressed earnings due to a slow recovery in cinema
admissions (we expect 2022 admissions will be about 30% below 2019
levels), resulted in severely depressed free operating cash flow.
As such, we considered Cineworld's capital structure
unsustainable."

Cineworld expects to emerge from bankruptcy with a more sustainable
capital structure. The group expects that the restructuring will
result in a material reduction in debt and an improvement in the
group's liquidity position. S&P understands the group also intends
to renegotiate lease terms with its landlords, which could result
in lower lease commitments under the group's new capital structure.
Cineworld's operations will continue to run their normal course of
business, supported by $1.94 billion of DIP financing ($785 million
of which is immediately accessible) provided by existing lenders.
The group expects the process will complete by the first quarter of
2023.


DOWSON 2022-2 PLC: Moody's Assigns (P)B3 Rating to Class X Notes
----------------------------------------------------------------
Moody's Investors Service has assigned the following provisional
ratings to Notes to be issued by Dowson 2022-2 Plc:

GBP [ ]M Class A Floating Rate Loan Note due August 2029, Assigned
(P)Aaa (sf)

GBP [ ]M Class A Floating Rate Notes due August 2029, Assigned
(P)Aaa (sf)

GBP [ ]M Class B Floating Rate Notes due August 2029, Assigned
(P)Aa1 (sf)

GBP [ ]M Class C Floating Rate Notes due August 2029, Assigned
(P)A2 (sf)

GBP [ ]M Class D Floating Rate Notes due August 2029, Assigned
(P)Baa3 (sf)

GBP [ ]M Class E Floating Rate Notes due August 2029, Assigned
(P)B1 (sf)

GBP [ ]M Class F Floating Rate Notes due August 2029, Assigned
(P)Caa3 (sf)

GBP [ ]M Class X Floating Rate Notes due August 2029, Assigned
(P)B3 (sf)

RATINGS RATIONALE

The Notes are backed by a static pool of United Kingdom auto
finance contracts originated by Oodle Financial Services Limited
("Oodle", NR). This represents the sixth issuance sponsored by
Oodle. The originator will also act as the servicer of the
portfolio during the life of the transaction.

The portfolio of auto finance contracts backing the Notes consists
of Hire Purchase ("HP") agreements granted to individuals resident
in the United Kingdom. Hire Purchase agreements are a form of
secured financing without the option to hand the car back at
maturity. Therefore, there is no explicit residual value risk in
the transaction. Under the terms of the HP agreements, the
originator retains legal title to the vehicles until the borrower
has made all scheduled payments required under the contract.

The portfolio of assets amount to approximately GBP298 million as
of August 22, 2022 pool cut-off date. The portfolio consisted of
33,625 agreements originated over the past 6 years and
predominantly made of used 99.5% vehicles distributed through
national and regional dealers as well as brokers. It has a weighted
average seasoning of 9.25 months.

The ratings are primarily based on the credit quality of the
portfolio, the structural features of the transaction and its legal
integrity.

The transaction's main credit strengths are the significant excess
spread, the static and granular nature of the portfolio, and
counterparty support through the back-up servicer (Equiniti Gateway
Limited (NR)), interest rate hedge provider (BNP Paribas (Aa3(cr)/
P-1(cr)) and independent cash manager (Citibank N.A., London Branch
(Aa3(cr)/ P-1(cr)). The structure contains specific cash reserves
for each asset-backed tranche which cumulatively equal 1.32% of the
pool and will amortise in line with the Notes. Each tranche reserve
will be purely available to cover liquidity shortfalls related to
the relevant Note throughout the life of the transaction and can
serve as credit enhancement following the tranche's repayment. The
Class A reserve provides approximately 3 months of liquidity at the
beginning of the transaction. The portfolio has an initial yield of
16.78% (excluding fees). Available excess spread can be trapped to
cover defaults and losses, as well as to replenish the tranche
reserves to their target level through the waterfall mechanism
present in the structure.

Moody's determined the portfolio lifetime expected defaults of 14%,
expected recoveries of 30% and portfolio credit enhancement ("PCE")
of 37.5% related to borrower receivables. The expected defaults and
recoveries capture Moody's expectations of performance considering
the current economic outlook, while the PCE captures the loss
Moody's expect the portfolio to suffer in the event of a severe
recession scenario. Expected defaults and PCE are parameters used
by Moody's to calibrate its lognormal portfolio loss distribution
curve and to associate a probability with each potential future
loss scenario in its ABSROM cash flow model.

Portfolio expected defaults of 14% is higher than the UK auto
transactions and is based on Moody's assessment of the lifetime
expectation for the pool taking into account (i) the higher average
risk of the borrowers, (ii) historic performance of the book of the
originator, (iii) benchmark transactions, and (iv) other
qualitative considerations.

Portfolio expected recoveries of 30% is in line with the UK auto
transaction average and is based on Moody's assessment of the
lifetime expectation for the pool taking into account (i) historic
performance of the originator's book, (ii) benchmark transactions,
and (iii) other qualitative considerations.

PCE of 37.5% is higher than the EMEA Auto ABS average and is based
on Moody's assessment of the pool which is mainly driven by: (i)
the relative ranking to originator peers in the UK market and (ii)
the weighted average current loan-to-value of 97.5% which is worse
than the sector average. The PCE level of 37.5% results in an
implied coefficient of variation ("CoV") of 33.1%.

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Auto Loan- and Lease-Backed ABS" published in
July 2022.

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

Factors that would lead to an upgrade of the ratings of Class B - X
Notes include significantly better than expected performance of the
pool together with an increase in credit enhancement of Notes.

Factors that would lead to a downgrade of the ratings include: (i)
increased counterparty risk leading to potential operational risk
of (a) servicing or cash management interruptions and (b) the risk
of increased swap linkage due to a downgrade of swap counterparty
ratings; and (ii) economic conditions being worse than forecast
resulting in higher arrears and losses.

DOWSON 2022-2: S&P Assigns Prelim CCC Rating to Class X Notes
-------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Dowson 2022-2 PLC's asset-backed floating-rate class A Loan Notes
and class A, B, C, D, E, F-Dfrd, and X-Dfrd notes. The class X-Dfrd
notes will be excess spread notes. The proceeds from the class
X-Dfrd notes will be used to fund the initial required cash
reserves, the premium portion of the purchase price, and pay
certain issuer expenses and fees.

Dowson 2022-2 is the sixth public securitization of U.K. auto loans
originated by Oodle Financial Services Ltd. S&P also rated the
first five securitizations, Dowson 2019-1 PLC, Dowson 2020-1,
Dowson 2021-1 PLC, Dowson 2021-2 PLC, and Dowson 2022-1 PLC, which
closed in September 2019, March 2020, April 2021, October 2021, and
April 2022 respectively.

Oodle is an independent auto lender in the U.K., with a focus on
used car financing for prime and near-prime customers.

The underlying collateral will comprise U.K. fully amortizing
fixed-rate auto loan receivables arising under hire purchase (HP)
agreements granted to private borrowers resident in the U.K. for
the purchase of used and new vehicles. There will be no personal
contract purchase (PCP) agreements in the pool. Therefore, the
transaction will not be exposed to residual value risk.

Of the underlying collateral, 19.4% is currently securitized in
Dowson 2020-1 PLC. At closing, the issuer will credit an amount
required to purchase these receivables in a prefunding reserve
ledger. On Dowson 2020-1's first optional redemption date, these
amounts will be drawn on for the purchase of receivables. If the
purchase of Dowson 2020-1 receivables does not occur, then these
amounts will be applied as available principal proceeds to pay down
the notes.

About 4.53% of the pool are multi-part agreements that include
certain add-on components, which covers for insurance, warranties,
and refinancing of amounts owed by the obligor under any
pre-existing HP, lease, or other auto finance agreement, which is
terminated by the obligor in connection with its entry into a new
agreement. Currently, the add-on components form about 0.39% of the
pool.

Collections will be distributed monthly with separate waterfalls
for interest and principal collections, and the notes amortize
fully sequentially from day one.

A dedicated reserve ledger for each of the class A Loan Notes and
class A, B, C, D, E, and F-Dfrd notes will be in place to pay
interest shortfalls for the respective class over the transaction's
life, any senior expense shortfalls, and once the collateral
balance is zero or at legal final maturity, to cure any principal
deficiencies. The class A dedicated reserve ledger will also be
used to cure any class A principal deficiency before the legal
final maturity date. The required reserve amount for each class
will amortize in line with the outstanding note balance.

A combination of note subordination, the class-specific cash
reserves, and any available excess spread will provide credit
enhancement for the rated notes.

Commingling risk is partially mitigated by sweeping collections to
the issuer account within two business days, and a declaration of
trust is in place over funds within the collection account.
However, due to the lack of minimum required ratings and remedies
for the collection account bank, S&P has assumed one week of
commingling loss in the event of the account provider's
insolvency.

Although the originator is not a deposit-taking institution, there
are eligibility criteria preventing loans to Oodle employees from
being in the securitization, and Oodle has not underwritten any
insurance policies for the borrowers. The new add-on product may
give rise to potential for setoff risk between the borrower and the
seller, which may be subject to claims under section 75 CCA for any
breach of contract or misrepresentation although Oodle would
normally have a claim against the dealer in such scenario. S&P
said, "We have received satisfactory legal comfort that the add-on
portion used to refinance any pre-existing HP agreement will not
give rise to any setoff risk. In our analysis, we have considered a
setoff loss for the add-on portion, which is used to cover for
insurance, warranties, or paint protection products, which forms
0.24% of the pool."

Oodle will remain the initial servicer of the portfolio. A moderate
severity and portability risk along with a moderate disruption risk
initially caps the maximum potential ratings on the notes at 'AA'
in the absence of a back-up servicer. However, following a servicer
termination event, including insolvency of the servicer, the
back-up servicer, Equiniti Gateway Ltd., will assume servicing
responsibility for the portfolio. S&P said, "We have therefore
incorporated a three-notch uplift, which enables the transaction to
achieve a maximum potential rating of 'AAA' under our operational
risk criteria. Therefore, our operational risk criteria do not
constrain our ratings on the notes."

The assets pay a monthly fixed interest rate, and all notes pay
compounded daily sterling overnight index average (SONIA) plus a
margin subject to a floor of zero. Consequently, these classes of
notes will benefit from an interest rate swap with a fixed
amortization profile, with an option to rebalance subject to
satisfaction of certain conditions.

Interest due on all classes of notes, other than the most senior
class of notes outstanding, is deferrable under the transaction
documents. Once a class becomes the most senior, interest is due on
a timely basis. S&P said, "However, although interest can be
deferred, our preliminary ratings on the class A Loan Notes and
class A, B, C, D, and E notes address timely payment of interest
and ultimate payment of principal. Our preliminary ratings on the
class F-Dfrd and X-Dfrd notes address the ultimate payment of
interest and ultimate payment of principal."

The transaction also features a clean-up call option, whereby on
any interest payment date (IPD) when the outstanding principal
balance of the assets is less than 10% of the initial principal
balance, the seller may repurchase all receivables, provided the
issuer has sufficient funds to meet all the outstanding
obligations. Furthermore, the issuer may also redeem all classes of
notes at their outstanding balance together with accrued interest
on any IPD on or after the optional redemption call date in May
2025.

S&P said, "Our preliminary ratings on the transaction are not
constrained by our structured finance sovereign risk criteria. We
expect the remedy provisions at closing will adequately mitigate
counterparty risk in line with our counterparty criteria. We expect
the legal opinions to adequately address any legal risk in line
with our criteria."

  Preliminary Ratings

  CLASS     PRELIMINARY RATING*    PRELIMINARY AMOUNT (MIL. GBP)

   A              AAA (sf)               TBD

   A Loan Notes   AAA (sf)               TBD

   B              AA (sf)                TBD

   C              A (sf)                 TBD

   D              BBB+ (sf)              TBD

   E              BB (sf)                TBD

   F-Dfrd         B- (sf)                TBD

   X-Dfrd        CCC (sf)               TBD

*S&P's preliminary ratings on the A Loan Note and class A, B, C,
D, and E notes address the timely payment of interest and ultimate
payment of principal, while its preliminary ratings on the class
F-Dfrd and X-Dfrd notes address the ultimate payment of both
interest and principal no later than the legal final maturity date.

TBD--To be determined.


EVENT GENIUS: May Appoint Administrator; Lyte Acquires Assets
-------------------------------------------------------------
Chris Cooke at Complete Music Update reports that Lyte -- the
platform that allows event promoters to manage ticket reservations
and resale -- has seemingly bought some of the assets of Event
Genius, the provider of various ticketing tools that was acquired
by Festicket back in 2019.

The deal with Lyte comes as Festicket itself heads into
administration, a development which has seemingly resulted in the
Event Genius business also being wound up, CMU notes.  

According to TheTicketingBusiness, it sent an update to its
partners on what is happening last week.

That update stated: "We can now tell you that an agreement has been
made with Lyte for the sale of certain assets from the business,
including the technology platforms and employee contracts.  

"In parallel", it went on, "we are in a process to wind down the
existing business, which includes the appointment of an
administrator to determine what monies will be on-hand to pay out
unsecured creditors and promoter obligations.  You will be hearing
more on that process from us soon".

It then explained: "Going forward, Lyte will take over the
operation and continue providing our end-to-end event management
technology -- while also offering their platform -- to all of our
partners.  In addition, Lyte is preparing a proposal for new
agreements with them which include plans to address what, if any,
money you are owed by us".


LUMILEDS HOLDING: Apollo Reaped $525 Million in Dividends
---------------------------------------------------------
Jill R. Shah of Bloomberg News reports that Apollo Global
Management Inc. is set to lose control of the former Philips
lighting business it acquired in 2017.  But in the easy money
years
leading up to Lumileds Holding BV's recent bankruptcy filing, the
buyout firm reaped a more than $500 million dividend bounty.

The debt-laden lighting company gave out about $525 million in
dividend payments to Apollo in 2017 and 2018, according to a
person
with knowledge of the matter, who asked not to be identified
discussing private transactions.

The payouts were largely financed by new debt that Lumileds raised
in the leveraged loan market.

                     About Lumileds Holding B.V.

Lumileds Holding B.V. is a global manufacturer of innovative
lighting solutions.  In the 1960s, the Company expanded its
offerings to also include state-of-the-art LED devices alongside
the automotive lighting technologies that it had continued to
innovate.  Today, the Company continues to develop and manufacture
high-tech lighting products for the automotive, mobile device,
consumer, general lighting, and industrial markets.

Lumileds Holding and several affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No. 22-11155) on August 29, 2022. In the petition signed by
Johannes Paulus Teuwen, chief financial officer, Lumileds Holding
disclosed up to $100 million in assets and up to $500 million in
liabilities.

Judge Lisa G. Beckerman oversees the case.

Evercore is acting as investment banker for the Company; Paul,
Weiss, Rifkind, Wharton & Garrison, LLP, and Latham & Watkins LLP
are acting as corporate and restructuring counsel to Lumileds, and
AlixPartners, LLP, as financial advisor.  Epiq Corporate
Restructuring, LLC, is the claims agent.

Davis Polk & Wardwell LLP serves as counsel to the DIP Lenders.
The Secured Lender Group retained Gibson Dunn & Crutcher LLP,
Loyens & Loeff N.V., Roland Berger LP, and PJT Partners LP, as
counsel or financial advisor.

                          *     *     *

Lumileds, an Apollo Global Management LLC-owned lighting
components
firm, filed for Chapter 11 protection after reaching terms of a
restructuring plan to help reduce debt by $1.3 billion, as it
grapples with supply chain constraints exacerbated by the war in
Ukraine.  It said it expected to emerge from proceedings within 60
days.

LUMILEDS HOLDING: Court OKs $175MM DIP Loan from Deutsche Bank
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Bright Bidco B.V., an affiliate of Lumileds Holding
B.V.
to among other things, use cash collateral and obtain postpetition
financing, on an interim basis.

Bright Bidco B.V., in its capacity as borrower, and each of the
other Debtors, with the exception of Luminescence Cooperatief U.A.
and Aegletes B.V., as guarantors, obtained postpetition financing,
on a joint and several basis, under a senior secured superpriority
term loan debtor-in-possession facility in an aggregate principal
amount of $275 million, consisting of:

     (i) a first lien senior secured superpriority term loan
facility in the aggregate principal amount of up to $175 million,
which will, upon entry of the Proposed Interim Order, be available
to be drawn in up to two drawings, and

    (ii) a delayed-draw term loan in a principal amount of up to
$100 million, with the funding of the DIP Loans to be coordinated
by Deutsche Bank Securities Inc., which will available to be drawn
in a single drawing upon entry of the Proposed Final Order;
provided, however, the Delayed Draw DIP Facility will only be
funded if (A) the Debtors do not obtain authority from the Court
to
maintain a Receivables Factoring Facility or (B) Credit Agricole
fails to continue performing under the Receivables Factoring
Facility.

Deutsche Bank AG New York Branch serves as administrative agent,
collateral agent, and escrow agent under the DIP Agreement.

The DIP Borrower is authorized to borrow up to an aggregate
principal amount of $175 million of DIP Loans, subject to and in
accordance with the Interim Order, without any further action by
the Debtors or any other party.

Under the agreement dated as of June 30, 2017, by and among Bright
Bidco B.V., certain of the Debtors, the lenders party thereto, and
Deutsche Bank, as administrative agent and collateral agent, the
Prepetition Lenders provided loans thereunder in a total aggregate
principal amount outstanding as of the Petition Date of not less
than $1.7 billion, including (a) $1.6 billion in principal amount
of Term Loans and (b) $87.5 million of Revolving Facility Loans.
In
addition, there are not less than $12.1 million of letters of
credit that have been issued (but remain undrawn) under the
Prepetition Credit Agreement pursuant to a letter of credit
sub-facility.

As adequate protection, the Prepetition First Lien Secured Parties
are granted valid, enforceable, binding, non-avoidable, and fully
perfected first priority priming liens on and senior security
interests in substantially all of the property, assets, and other
interests in property and assets of the Debtor Loan Parties.

As further adequate protection, the Prepetition First Lien Secured
Parties are granted superpriority administrative expense claims
against each of the Debtors' estates to the Funding Coordinator,
the DIP Agent and the DIP Lenders with respect to the DIP
Obligations over any and all administrative expenses of any kind
or
nature subject and subordinate only to the payment of the Carve
Out
on the terms and conditions set forth in the Court's Order and the
DIP Loan Documents.

The Carve Out refers to certain statutory fees, including allowed
professional fees of the Debtors and any official committee of
unsecured creditors appointed in these Chapter 11 Cases pursuant
to
section 1103 of the Bankruptcy Code.

The DIP Loan Agreement provides for certain milestones related to
the Chapter 11 Cases, including:

     (a) Entry of Proposed Interim Order that is acceptable the
DIP
Agent and to the DIP Lenders holding at least 50.1% of the
outstanding unused commitments and term loans under the DIP
Facility, within five days following the Petition Date;

     (b) Entry of Proposed Final Order that is acceptable to the
DIP Agent the Requisite DIP Lenders within 30 days following the
Petition Date;

     (c) Entry by the Bankruptcy Court of a combined order
confirming a plan of reorganization that is acceptable to the
Requisite DIP Lenders and approving the disclosure statement with
respect to the Acceptable Plan within 45 days following the
Petition Date; and

     (d) Consummation of the Acceptable Plan within 65 days
following the Petition Date.

A copy of the order is available at https://bit.ly/3CVar1O from
PacerMonitor.com.

                   About Lumileds Holding B.V.

Lumileds Holding B.V. is a global manufacturer of innovative
lighting solutions. In the 1960s, the Company expanded its
offerings to also include state-of-the-art LED devices alongside
the automotive lighting technologies that it had continued to
innovate.  Today, the Company continues to develop and manufacture
high-tech lighting products for the automotive, mobile device,
consumer, general lighting, and industrial markets.

Lumileds Holding and several affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No. 22-11155) on August 29, 2022. In the petition signed by
Johannes Paulus Teuwen, chief financial officer, Lumileds Holding
disclosed up to $100 million in assets and up to $500 million in
liabilities.

Judge Lisa G. Beckerman oversees the case.

The Debtor tapped Latham & Watkins LLP as legal counsel, Paul,
Weiss, Rifkind, Wharton & Garrison LLP as special financing and
employee compensation counsel, AlixPartners, LLP as financial
advisor, and Evercore Inc. as investment banker, and Epiq
Corporate
Restructuring, LLC as claims and noticing agent.

Davis Polk & Wardwell LLP serves as counsel to the DIP Lenders.

The Secured Lender Group retained Gibson Dunn & Crutcher LLP,
Loyens & Loeff N.V., Roland Berger LP, and PJT Partners LP, as
counsel or financial advisor.

MCCOLL'S: Regulator Clears GBP190-Mil. Morrisons Rescue Deal
------------------------------------------------------------
Mark Sweney at The Guardian reports that Morrisons' takeover of
convenience store chain McColl's creates competition concerns in
only a small number of local areas, according to the UK competition
watchdog, paving the way for clearance of the GBP190 million rescue
deal.

According to The Guardian, the Competition and Markets Authority
(CMA), which said its initial investigation had found concerns in
35 local areas where the two brands competed, said the overall the
deal "would not harm the vast majority of shoppers or other
businesses."

Morrisons, which in May beat the owner of Asda to buy McColl's
after the 1,100-store chain fell into administration, is the UK's
fourth biggest grocer, operating 500 stores, The Guardian
discloses.  Under a previous arrangement, about 270 of McColl's
shops operate as Morrisons Daily outlets, The Guardian notes.

The CMA launched its phase one investigation of Morrisons and
McColl's in July, after they submitted the deal for review and
asked the regulator to move to a discussion on remedies to get it
through, The Guardian recounts.


                           *********


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

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

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000.


                * * * End of Transmission * * *