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

                          E U R O P E

          Friday, October 28, 2022, Vol. 23, No. 210

                           Headlines



F R A N C E

TECHNICOLOR CREATIVE: S&P Assigns 'B' LongTerm ICR, Outlook Stable
UNIFIN SAS: S&P Affirms 'B' ICR & Alters Outlook to Stable


G E O R G I A

GEORGIA CAPITAL: S&P Affirms 'B+' LongTerm ICR, Outlook Negative


G E R M A N Y

ZF FRIEDRICHSHAFEN: Moody's Rates EUR3.5BB Unsecured Debt 'Ba1'


G R E E C E

GREECE: S&P Affirms BB+/B Sovereign Credit Ratings, Outlook Stable


I C E L A N D

WD FF: S&P Assigns 'B' Issuer Credit Rating, Outlook Negative


I R E L A N D

EMPATHY AVIATION: Enters Liquidation After Pandemic Hit Business
FINANCE IRELAND 5: S&P Assigns BB(sf) Rating on Class E Notes
JACC SPORTS: Deal Partners Files Winding-Up Petition
MADISON PARK XI: Moody's Affirms B2 Rating on EUR14.7MM F Notes
TRINITAS EURO III: S&P Assigns Prelim. B-(sf) Rating on Cl. F Notes



K A Z A K H S T A N

SINOASIA B&R: S&P Affirms 'BB' Issuer Credit Rating, Outlook Neg.


L U X E M B O U R G

COVIS MIDCO 2: Moody's Cuts CFR to B3, Under Review for Downgrade
PROPULSION (BC) FINCO: S&P Assigns 'B' LT ICR, Outlook Stable


N E T H E R L A N D S

HUVEPHARMA INT'L: Moody's Affirms Ba2 CFR & Alters Outlook to Neg.
IGNITION TOPCO: S&P Affirms 'B-' ICR & Alters Outlook to Negative


R U S S I A

GML LTD: Dec. 6 Auction Set for Benelux Trademarks
RAVNAQ BANK: S&P Lowers LT ICRs to 'CCC-', Outlook Negative


S P A I N

ELVIS UK MIDCO: Moody's Withdraws 'B1' Corporate Family Rating


U N I T E D   K I N G D O M

ALEXANDER DAVID: Nov. 15 Client Money Claims Bar Date Set
ASTON MARTIN: S&P Upgrades ICR to 'CCC+', Off CreditWatch Positive
BULB ENERGY: UK Gov't. Nears Octopus Energy Acquisition Deal
ENQUEST PLC: Moody's Upgrades CFR to B2 & Alters Outlook to Stable
HONG KONG AIRLINES: 2nd Debt Restructuring Hearing in UK Next Month

RICHMOND UK: S&P Lowers ICR to 'CCC+' on Refinancing Risk
SYNTHOMER PLC: S&P Affirms 'BB' LongTerm ICR, Outlook Stable
UNITED LIVING: Administration Delays Sterte Court Cladding Work
VENATOR MATERIALS: S&P Lowers ICR to 'CCC+', Outlook Negative
WORCESTER WARRIORS: Steve Diamond Launches Bid to Rescue Club



X X X X X X X X

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

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TECHNICOLOR CREATIVE: S&P Assigns 'B' LongTerm ICR, Outlook Stable
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S&P Global Ratings assigned its 'B' long-term issuer credit and
issue ratings to Technicolor Creative Studios (TCS) and the term
loan (TL).

The stable outlook reflects S&P's expectations that TCS' EBITDA
margin, as adjusted by S&P Global Ratings, will improve toward
14.5%-17.5% in 2022-2023 following the spin-off, with adjusted
leverage declining to 4.3x-4.9x and free operating cash flow (FOCF)
to debt remaining at 2%-5% in the next 18 months.

Technicolor S.A. spun off and listed TCS, a provider of visual and
animation studio effects, on Sept. 27, 2022.

On the same date, TCS closed on a new stand-alone financing
structure that includes a EUR624 million-equivalent TL and a EUR40
million undrawn revolving credit facility (RCF).

S&P said, "Our 'B' rating factors in TCS' strong position and
supportive growth prospects for visual effects and animation
activities, but reflects still modest FOCF now that is spun off
from Technicolor S.A.Our base case has not changed materially since
our original review on Aug. 3, 2022. TCS operates in an industry
with favorable tailwinds, and we believe it will benefit from
increasing content spending that supports the growth prospects of
its film and episodic visual effects (FEV) segment. The revenue
pipeline for this segment is already 85% committed for the year as
of end-June. Content production in this segment works on a six-18
months length project basis, providing some revenue visibility. But
revenue predictability beyond this horizon is limited because the
timing for rolling out a movie or a show can be quite
unpredictable. We believe that the postponement or cancellation of
one or several projects in extreme situations, or softness in
advertising spending, could materially impact TCS' earnings and
cash flow, potentially incurring pronounced volatility in credit
metrics. This is mitigated, however, by our expectation that
leverage will remain below 5.6x at end-2022 and gradually reduce
thanks to continued revenue and EBITDA growth amid robust global
demand for content. Under our base case, FOCF to debt will remain
modest, at below 5%, limiting TCS' potential for further
deleveraging and constraining the rating.

"We anticipate the major global media companies will continue to
spend on content to fuel the growth of video streaming services and
platforms in 2022-2023. TCS' revenue increased 43.7% during the
first half of 2022, compared to first-half 2021 at constant rate
and perimeter, driven by significant demand for original content.
With the rise in direct-to-consumer streaming services roll-outs
globally, media companies are investing aggressively to gain or
maintain their subscriber base. Furthermore, we expect the content
quality to become more sophisticated as streaming services compete
to launch bigger projects to keep subscribers and maintain low
churn rates. In addition, we expect the return of several film and
television production projects affected by the pandemic in 2020 and
first half of 2021 to keep TCS' FEV activities at high levels for
at least the next 18 months. As a result, we assume revenue of
EUR420 million in 2022, followed by healthy revenue growth of about
10% in 2023.

"We forecast strong growth in TCS' advertising segment, but the
uncertain macroeconomic environment creates pressure on the
downside. We expect TCS' advertising segment revenue will grow at
about 11% in 2022, from 15.4% in 2021, and at about 8% in 2023.
Although this is supported by our expectation that global
advertising spending will surpass real GDP rates, further pushed by
digital advertising, global economic uncertainty has slowed this
year's momentum. Consequently, TCS revised its expected growth
assumption for this segment in June and implemented initiatives to
mitigate the recessionary risks. We might observe a high degree of
volatility in TCS' credit metrics if growth prospects deteriorate
further."

TCS operates in a relatively small and highly competitive market in
contrast to diversified global media companies and studios. With
revenue anticipated to stand slightly below EUR900 million in 2022
and a presence in 10 countries, TCS operates on a smaller scale
than major studios or bigger and better capitalized media peers. It
also addresses only a small portion of the production value chain
compared with those larger players. Moreover, it competes in a
fragmented industry with fierce competition from numerous visual
effects (VFX) providers and exposure to inherent volatility
associated with the production business. Given its specialized
services to studios and advertisers, TCS also relies on handful of
customers and large studios, particularly for the FEV segment,
which may accentuate the volatility risk. Positively, a little more
than half of FEV's revenue is generated from television production,
which is relatively more stable than film because of its episodic
nature and the potential for renewals and new seasons. Finally, S&P
notes that TCS is diversifying its product portfolio, and we expect
the FEV segment's revenue contribution to decline to about 45% in
2022, from about 55% in 2019 as animation and gaming segments
expand from a small base.

S&P forecasts S&P Global Ratings-adjusted EBITDA margins will
improve to 14.5%-17.5% in the next 18 months, from pro forma 12.6%
in 2021, despite some hiring difficulty owing to the small pool of
qualified talent amid growing demand. This is spurred by scale
efficiencies from rising production volume, a strategic move toward
larger projects, a pricing strategy based on a standard cost
approach plus margin, and a higher contribution from cost-advantage
locations such as India. This partly offset the additional costs to
operate independently from Technicolor S.A. and the difficulties in
hiring that may inflate staff costs. TCS operates in a
labor-intensive business, with labor representing about 45% of
revenue. There is intense hiring and talent competition due to
increasing demand for people specializing in VFX as the demand for
content increases. In 2021, the company made more than 6,500 gross
direct hires but experienced a talent shortage which also resulted
in the delay of some projects, thereby affecting the company's
revenue and earnings.

TCS has put in place a EUR624 million-equivalent TL to support the
entity upon its spin-off from Technicolor S.A. The financing
package includes a four-year senior secured TL to be borrowed by
TCS for the euro-denominated tranche and Technicolor Creative
Services USA Inc for the U.S. dollar tranche, along with a EUR40
million three-year senior secured RCF, undrawn at the transaction's
close. The capital structure also includes operating leases and
miscellaneous net pension obligations for a total of about EUR130
million.

S&P said, "The stable outlook reflects our expectation that TCS'
revenue will increase by 48%-52% in 2022, and then by 9%-12% in
2023 amid an intense resumption of production activity as global
demand for content increases, with adjusted EBITDA margin improving
toward 14.5%-17.5% in the next 18 months. We expect that the
adjusted leverage will decline to 4.3x-4.9x in 2023, and TCS' FOCF
to debt will stay within 2%-5% in the next 18 months.

"We could lower the rating on TCS if adjusted debt to EBITDA
weakens and remains above 5x, with FOCF to debt falling toward zero
in the next 18 months. This could happen if backlog for new
projects does not materialize as TCS anticipates and to the extent
we foresee in our base case, or if the company faces postponement
or cancellation of one or several large projects, and weaker demand
for advertising, resulting in accrued earnings and cash flow
volatility.

"We could raise the rating if adjusted leverage sustainably and
materially reduces to less than 4x, with FOCF to debt approaching
10%. This could stem from faster-than-expected revenue growth,
combined with sustainably higher profitability better covering
interest payments and capital expenditure (capex) requirements."

ESG credit indicators: E2; S2; G2


UNIFIN SAS: S&P Affirms 'B' ICR & Alters Outlook to Stable
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S&P Global Ratings revised the outlook on pharma group UniFin SAS
(Unither) to stable from negative and affirmed the ratings at 'B'.

The stable outlook indicates S&P's assumption that Unither will
deliver strong operating performance over the next two years, with
S&P Global Ratings-adjusted debt to EBITDA remaining below 5x and
positive FOCF over 2023.

S&P expects Unither will generate revenue of EUR370 million-EUR380
million in 2022, thanks to a rebound in orders driven by increasing
demand and good underlying market dynamics.

This represents an increase of about 35% from the EUR278.8 million
reported in 2021, when postponed hospital visits and overstocked
customers during the COVID-19 pandemic translated into lower demand
for Unither's products. The recovery mainly stems from a
strengthening order book as existing customers renew their
inventories to attend the pick-up in treatments as pandemic impacts
subside. The underlying dynamics of the ophthalmology market are
also fueling the momentum, with higher pathologies incidence and
aging population translating to more than 40% growth from last
year. Additionally, S&P thinks revenue will be supported by the
company's specialization in Blow Fill Seal (BFS) technology, used
throughout different indications as respiratory (e.g., Asthma), as
a mixer for saline solutions and ophthalmology. Further revenue
support should arise from the company's investments over the past
years in its manufacturing sites, including a new building
extension in Coutances (France), opened in September, with a
capacity to produce two billion sterile ophthalmic unit doses.
Revenue is set to continue increasing in 2023 to EUR410
million-EUR430 million thanks to ongoing favorable market dynamics,
new customers contracts, and an estimate EUR10 million-EUR15
million annual contributions from the acquisition of a sterile
facility in Brazil.

Higher demand and better control over costs should yield strong
profitability, with an EBITDA margin of 21%-23% over the coming two
years. Unither's ability to control operating costs through some
pass-through of increased raw materials and energy costs, alongside
higher volumes, will underpin the improvements. The company has
secured some of its energy needs and should benefit from regulatory
price caps at some of its manufacturing sites, thereby protecting
its margins despite uncertainties around energy procurement, raw
material prices, and inflationary pressures. S&P therefore
estimates EBITDA margins to reach 22%-23% in 2022, from about 20%
last year, then normalize to 20%-21% in 2023.

Unither's leverage will likely remain below 5x, as adjusted by S&P
Global Ratings, over the next 12-18 months, while free operating
cash flow (FOCF) should improve in 2023. This follows a peak in
adjusted leverage at 6.3x in 2021 and neutral to slightly negative
FOCF, mainly due to higher capital expenditure (capex) of around
EUR64 million for the capacity expansion and manufacturing plant
investments. Adjusted debt to EBITDA should remain below 5x in
2023, with FOCF springing to about EUR10 million, assuming capex of
approximately EUR75 million for existing projects and its
"Euroject" project in Amiens (France) for filling ready-to-use
single-dose vaccines using BFS, half-funded by grants from the
French state. This should support a continuously higher EBITDA base
over the coming years. Furthermore, S&P assumes Unither will
disburse about EUR5 million to acquire the sterile facility in
Brazil, helping to expand operations in South America. This would
lead to end-2022 cash balance of EUR35 million-EUR40 million.
Moreover, the group has a fully undrawn EUR25 million revolving
credit facility (RCF) among other credit facilities to manage any
unexpected headwinds during the next 12 months.

S&P said, "The stable outlook reflects our view that Unither's
EBITDA will make a strong recovery in 2022 thanks to positive
underlying market dynamics (especially in ophthalmology),
increasing demand, and a good grasp on operating costs. We expect
2022 to be characterized by slightly negative FOCF, mainly because
of expansionary capex and higher working capital requirements. From
2023, however, annual FOCF will turn positive at about EUR10
million, mainly thanks to better operating leverage and lower
working capital requirements.

"Under our base case, we expect Unither will maintain FFO cash
interest coverage well above 3x, while S&P Global Ratings-adjusted
debt to EBITDA should be below 5x.

"We could downgrade Unither if its operating performance materially
deteriorates due to declining sales or lower profitability than
currently anticipated, leaving it unable to reduce adjusted
leverage below 6x or maintain funds from operations (FFO) interest
coverage well over 3.0x." This scenario could stem from:

-- Loss of key customers;

-- Nonrenewal of contracts; or

-- A significant increase in production and distribution costs,
with an inability to pass through costs to customers.

S&P could also downgrade Unither if its FOCF remained negative for
an extended time due to higher-than-expected working capital
outflows or capex needs, leading to a material deterioration in its
credit metrics that would hamper expected deleveraging.

A positive rating action would hinge on the company maintaining
adjusted debt to EBITDA close to 4x with the financial sponsor and
management's commitment to maintain it there, supported by sizable
FOCF. Also, S&P could upgrade Unither if it materially increased
the scale and diversity of its product offerings without hindering
profitability.

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

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




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GEORGIA CAPITAL: S&P Affirms 'B+' LongTerm ICR, Outlook Negative
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S&P Global Ratings affirmed its 'B+' long-term issuer credit and
issue rating on Georgia-based investment holding company Georgia
Capital JSC (GC) and its debt.

The outlook is negative because S&P could downgrade GC in the next
six-to-nine months if the company fails to enact a credible plan to
refinance its 2024 bond maturity.

Positive momentum in the Georgian economy and business environment
should support GC's asset valuations and dividend payments over
2022-2023. The influx of migrants since the onset of the
Russia-Ukraine war and a wider tourism recovery have lifted
immediate growth prospects. S&P said, "We now forecast the Georgian
economy to grow by 8% in 2022 (from our 4% forecast in July 2022),
moderating to 3% next year, with some migrants possibly leaving and
Georgia facing increasing headwinds from the slowing global
economy. Positively, GC's portfolio value stabilized in the second
quarter, showing an increase of 3.7%, following the sharp drop in
first-quarter 2022 of 12.4% because of the war. As a consequence,
the group's LTV ratio was broadly stable, at 17.0% at June 30,
2022, compared with 17.5% at first-quarter-end (excluding the
shareholder loan which has now been repaid) and 12.5% at year-end
2021 (pro forma the proceeds from the sale of the water utility
business). The positive momentum in the Georgian economy also leads
us to expect that the group's cash adequacy ratio will likely
remain at about 1x in 2022 and in 2023, with dividend inflow of
GEL90 million-GEL100 million in 2022, moderately improving in
2023."

GC retains a comfortable liquidity buffer, but the notes mature in
less than 18 months and the capital market conditions remain
uncertain. The group enjoys a solid liquidity buffer since its
disposal of 80% of Georgian Global Utilities JSC (GGU) in the
beginning of the year, when it received $180 million, and we do not
anticipate imminent liquidity risk. GC's sources of cash will,
however, likely not cover cash outlays absent a proactive refinance
of its $365 million bond. Based on figures as of June 30, 2022, the
group's cash covers about 60% of its maturity. S&P said, "We view
the company's ambition to lower its debt as positive, and the
current bond repurchase crystallizes its intent. We understand that
year-to-date, GC opportunistically bought back about $70 million of
its $365 million bond at market price." If it tenders $60 million,
it'll still have $235 million maturing in March 2024. At the same
time, credit conditions remain uncertain and bond markets for high
yield issuers are virtually shuttered. However, the local market
seems available, as demonstrated by the recent bond issuances by
the group's renewable and housing businesses at attractive rates.
Positively, GC retains the quasi-totality of its cash in hard
currency, which somewhat limits the risks of exchange rate
fluctuations between the GEL and the U.S. dollar. Conversely, all
its dividend income is GEL-denominated, excluding the renewable
energy business that has cash flow in dollars and consequently pays
divided in hard currency. The GEL has appreciated 11.7% since the
beginning of the year.

The company has launched a tender offer on its senior secured notes
below par, but we assess this as opportunistic liability
management. The offer follows Georgian Renewable Power Operations
(previously owned by GGU) closing of a $80 million green secured
bond Oct. 12, 2022, and subsequent repayment of the shareholder
loan from GC. S&P said, "We understand the group now intends to use
part of this cash for the tender offer where they target $60
million of its $365 million notes maturing in March 2024, and
proactively handling the upcoming maturity. The tender price is
88%-95%, which is below par, meaning that bondholders that opt to
participate will receive a discount on face value. However, the
company is not buying back below market price, and we don't view
the tender as a distressed transaction because the current market
price of 93%-95%, is broadly in line with how 'B' rated notes are
trading currently. The notes have been trading slightly below par,
at 93%-98%, since the start of the Russia-Ukraine conflict.
Finally, the company doesn't face risks of conventional insolvency
over the next few quarters, if the offer isn't accepted.
Furthermore, although we see risks in the group's upcoming maturity
wall in March 2024 when the notes mature, we still believe GC would
have time and alternatives to refinance this debt, bolstered by its
cash buffer and solid standing in the local market."

The negative outlook reflects the possibility of a downgrade in the
next six-to-nine months given the risks from the 2024 bond
maturity.

S&P could downgrade GC if the company fails to enact a credible
plan to address the maturity or capital market conditions
materially worsen. Under this scenario, S&P might see:

-- The ratio of sources of liquidity over expected uses
deteriorating well below 1.2x; or

-- A material deterioration of access to domestic or international
capital markets.

S&P would also downgrade GC if the company undertakes any
repurchases, exchanges, consent solicitation, or other liability
management activities regarding its 2024 note that it deems
distressed, which it does not expect.

Furthermore S&P could lower the rating if the Georgian economy
unexpectedly deteriorates, causing:

-- GC's LTV to increase to about 30% or above; and

-- Its cash adequacy ratio to weaken to below 1.0x for 2023.

S&P could consider an outlook revision to stable if:

-- GC enacts a credible and committed plan to refinance its
maturities, ensuring ample liquidity buffers as well as a
long-dated debt maturity profile;

-- The LTV ratio remains defensive and materially below 30%; and

-- The company's cash adequacy ratios remains healthy at above
1.0x.

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

S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of GC because all its
investments concentrate in a single emerging market, namely
Georgia, which we view as having high country risk. The group's
governance benefits from a diversified institutional ownership with
no single controlling shareholder, a very high share of independent
directors (six out of the seven members), and transparency
requirements through its public listing on the London Stock
Exchange. Environmental and social factors are overall neutral
considerations in our credit rating analysis of GC and its investee
companies. The group's major sector exposure is represented by a
retail pharmacy (25% of the adjusted portfolio value) and hospitals
(18%), which we assess as having low environmental and social
risks."




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ZF FRIEDRICHSHAFEN: Moody's Rates EUR3.5BB Unsecured Debt 'Ba1'
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Moody's Investors Service has assigned a Ba1 rating to ZF
Friedrichshafen AG's EUR3.5 billion senior unsecured revolving
credit facility (RCF).

The RCF ranks pari passu with ZF's outstanding financial debt and
therefore ranks at the same level as the rated instrument ratings
of the ZF group which are Ba1 and also in line with ZF's corporate
family rating.

RATINGS RATIONALE

ZF's Ba1 ratings continue to reflect the company's leading market
position as one of the largest tier 1 global automotive suppliers,
combined with its sizeable industry-facing operations, and regional
and customer diversification; clear focus on innovation and new
product development; positive strategic alignment to address the
disruptive trends of automotive electrification and autonomous
driving; relatively conservative financial policy, reflected in its
moderate dividend payments, which emphasises debt reduction and
cash flow generation; and good liquidity.

However, ZF's ratings also reflect the company's high leverage,
with debt/EBITDA (Moody's adjusted) of 5.8x as of the 12 months
that ended June 2022; its modest operating profitability, with an
EBITA margin of 4.0% as of the 12 months that ended June 2022,
although broadly in line with the industry average; ZF's continued
high capital and R&D spending, reflecting the group's focus on
innovation; and an increase in its leverage because of the
acquisition of Wabco (closed in the second quarter of 2020).

LIQUIDITY

ZF has good liquidity over the next 12 months. As of June 30, 2022,
the company had EUR1.97 billion in cash and cash equivalents, and
EUR3.5 billion available under its revolving credit facility
agreements. Moody's expect ZF to generate operating cash flow of
around EUR3.5 billion over the next 12 months, which will bring its
total liquidity sources to EUR9 billion.

This expected liquidity will be sufficient to cover cash uses of
around EUR6.7 billion, comprising debt repayments of EUR2.6
billion; estimated capital spending of EUR2.5 billion; an estimated
dividend payout of around EUR100 million-EUR150 million; an
estimated EUR300 million working capital build-up; and working cash
of EUR1.2 billion.

OUTLOOK

The stable outlook reflects Moody's expectations that ZF will
return to metrics in line with the Ba1 rating category such as
Moody's-adjusted Debt / EBITDA below 3.5x and EBITA margin above
5.0% in the next 12-18 months on the back of operational
improvements and further debt reduction supported by assets sales
if necessary. Moody's expect cash flow generation to remain robust,
evidenced in RCF/Net debt metrics above 15%. Moody's expects ZF to
continue their strong liquidity management and conservative
financial policy.

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

For a rating upgrade to Baa3 it would be conditional on ZF
achieving (1) an improvement in its EBITA margin to above 7%
(Moody's adjusted), (2) a reduction in its leverage, as reflected
by debt/EBITDA moving towards 3.0x (Moody's adjusted), (3) retained
cash flow (RCF)/net debt above 25% on a sustained basis, and (4)
FCF above EUR500 million a year.

ZF's ratings could be downgraded if the company's (1) EBITA margin
remains below 5%, (2) debt/EBITDA is above 3.5x on a sustained
basis, (3) retained cash flow (RCF)/net debt is below mid teen
percentage level or (4) FCF is less than EUR500 million a year.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Automotive
Suppliers published in May 2021.

COMPANY PROFILE

ZF Friedrichshafen AG (ZF), headquartered in Friedrichshafen,
Germany, is a leading global automotive technology company
specialised in driveline and chassis technology, and active and
passive safety technology. The company generates most of its
revenue from the passenger car and commercial vehicle industries
but delivers to other markets as well, including the construction,
wind-power and agricultural machinery sector. ZF is one of the
largest automotive suppliers on a global scale, with revenue of
EUR40.2 billion as of the 12 months that ended June 2022, similar
in size to Robert Bosch GmbH, Denso Corporation (A2 stable) and
Magna International Inc. (A3 stable). ZF, which is owned by two
foundations, employs more than 157,000 people and is represented at
about 188 production locations in 31 countries and 18 development
locations in 8 countries.




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GREECE: S&P Affirms BB+/B Sovereign Credit Ratings, Outlook Stable
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S&P Global Ratings, on Oct. 21, 2022, affirmed its long- and
short-term sovereign credit ratings on Greece at 'BB+/B'. The
outlook is stable.

Outlook

The stable outlook reflects S&P's expectation that Greece's fiscal
buffers and proven policy effectiveness will enable the country to
absorb the indirect impacts on its economy and public finances from
the Russia-Ukraine war.

Downside scenario

S&P could lower the ratings on Greece if the economy weakens
significantly more than it expects, or if budgetary performance
deteriorates materially below our projections.

Upside scenario

S&P could raise its ratings on Greece if structural reforms
continue, alongside stronger-than-expected economic and budgetary
performance.

Rationale

Greece's government revenue performance has received a boost from
high nominal economic growth in 2022 (estimated at above 13%).
Benefits stemmed from an estimated almost 6% real GDP growth with
full recovery in the tourism sector, a strong uptick in employment,
and high inflation. On a cash basis, between January and August,
general government revenue increased nearly 18% against the same
period in 2021 (also thanks to larger transfers from the European
Union's Recovery and Resilience Facility this year). For the same
period, government spending declined by almost 4% due to the
phasing-out of COVID-19-related support. Energy measures in 2022
are projected to reach EUR13.4 billion (or 6.7% of GDP), of which
EUR6 billion (or 2.8% of GDP) will have a budgetary impact. The
strong budgetary performance will, in S&P's view, lead to a
substantial reduction in the budget deficit this year to about 4.0%
of GDP from 7.4% in 2021.

In 2023, the government aims for a primary surplus, mainly through
further reining-in of spending on the elimination of the remaining
COVID-19-related measures and non-renewal of some energy-related
measures, as well as the windfall tax on energy firms. S&Ps aid,
"Although we believe that an economic slowdown and potential
additional government spending pressures ahead of the 2023 general
election may hinder the government's ability to meet its budget
balance target, we expect the budget deficit to decline further,
discernibly placing government debt as a share of GDP on a
declining trajectory."

Greece's creditworthiness continues to benefit from the
government's significant fiscal buffers--thanks to the preservation
of substantial liquidity reserves on the government's balance
sheet--and a favorable government debt structure. Very large cash
reserves in the single treasury account and low commercial
refinancing requirements will help immunize public finances against
a rise in global interest rates. Nevertheless, rising real rates
could exert pressure on public finances by weighing on GDP growth.

S&P said, "Considering maturity and average interest costs, Greece
has one of the most advantageous debt profiles of all the
sovereigns we rate. We expect the commercial portion of Greece's
central government debt will represent about 25% of total debt, or
slightly more than 50% of GDP, at end-2022. We project that
Greece's general government gross and net debt-to-GDP ratios will
continue trending down in 2022-2025, aided by a recovery in nominal
GDP growth and budgetary consolidation."

S&P's ratings on Greece are constrained by the country's high
external and government debt.

Institutional and economic profile: Although Greece will finish
2022 much stronger than expected, the economy will slow down
sharply in 2023

-- Higher energy prices and accelerated inflation will slow
Greece's GDP growth in 2023 to below 2.0% versus an estimated 5.8%
in 2022.

-- S&P believes that the Greek economy will benefit substantially
from the available facilities under the NextGenerationEU (NGEU).

-- Although Greece might receive support via the ECB's
Transmission Protection Instrument (TPI), announced in July 2022
following the bank's earlier decision to terminate net purchases
under its pandemic emergency purchase programme (PEPP), S&P doesn't
believe the additional help will be required.

S&P said, "We expect the Greek economy to expand by close to 6% in
2022 (7.8% year-on-year increase in the first half). This is much
stronger than the 3.5% we expected following the onset of the war
in Ukraine, since the initial shock on energy and food prices has
been more than compensated by strong consumption on the back of
pent-up demand and high employment growth (12% year on year during
the first half of the year). Investment activity and external
demand has also supported economic activity, especially in the
first half of the year. At the same time, the tourism sector's
dynamic performance has extended into the third quarter, and we
estimate the season will exceed pre-pandemic results.

"We assume Greece will be able to manage the impact of the war in
Ukraine and the expected stagflation in the eurozone over the next
three years. We expect Greece's economic growth will surpass the
eurozone average, including in real GDP per capita terms." That
said, there are large uncertainties around these projections,
primarily to the downside, if the war is prolonged, escalates to
North Atlantic Treaty Organization members, or causes more severe
disruptions in energy supplies.

Tourism accounts for an estimated 10% of total employment and just
under 7% of gross value added. In 2019, Greece's net tourism
exports hit an all-time high of EUR15.4 billion, equivalent to 8.4%
of GDP. During January-July 2022, travel receipts and arrivals
reached 97% and 88%, respectively, of their 2019 level. This
suggests that the recovery in tourism has significantly supported
economic growth and should contribute to a gradual decline in the
current account deficit once the energy price shock subsides.

The recovery in tourism also boosted the labor market. Employment
increased 12.0% year on year during the first half of 2022, while
unemployment stood at 12.2% in August--its lowest level since April
2010. For now, there has been little upward pressure on the wages
(0.9% year on year in second-quarter 2022).

In recent months, however, inflationary pressures, particularly
related to high energy and electricity prices, have dampened
business and consumer confidence, as well as trends in industrial
production. The government's supportive economic and budgetary
measures, together with the labor market's strong performance, have
boosted household disposable income and recovery in domestic
demand. But the sharp rise in inflation and interest rates,
alongside stagflation in the eurozone, will weigh on private
consumption and investment in 2023. S&P expects real GDP growth to
slow to below 2% in 2023 before picking up in 2024.

Several privatization projects are in their final stages (DEPA
Infrastructure) or well advanced (regional sea ports and
concessions for Attiki Odos and the Egnatia motorway). If finalized
as planned, these projects, teamed with the instalment from the
concession of Hellinikon, will amount to EUR2.2 billion in
privatization proceeds this year.

S&P thinks the Greek economy will benefit substantially from the
available facilities under the NGEU agreement. Greece is set to
receive grants of EUR17.8 billion by 2026 and loans of EUR12.7
billion. It also received loans via the Support to Mitigate
Unemployment Risks in an Emergency scheme and more than EUR40
billion from the EU's current multiannual financial framework. In
2022, Greece is scheduled to receive EUR5.2 billion. More than
one-third of the allocation from the Recovery and Resilience
Facility (RRF) is planned for the country's green transition,
almost one-quarter for digitalization, and the remainder for
supporting private investment, labor market policies, health care,
and public administration, including tax administration and the
judiciary. S&P believes that, if used efficiently, these funds
could fast-track the structural improvements in the economy,
contribute to stronger growth, and improve the sovereign's
debt-servicing capacity during its forecast horizon, especially
amid heightened uncertainties stemming from the Russia-Ukraine
conflict.

The ECB launched the PEPP in 2020 to stabilize financial markets
and absorb the economic shocks linked to the COVID-19 pandemic,
including in Greece. Following its decision to discontinue net
asset purchases under the PEPP at end-March 2022, the ECB clarified
that it could continue purchasing Greek government bonds over and
above rollovers of redemptions if it observed a deterioration in
the monetary policy transmission in Greece while the economy is
still recovering from pandemic fallout. In July 2022, the ECB
announced the TPI, a new bond purchase scheme to help more indebted
eurozone sovereigns and prevent financial fragmentation within the
monetary union. At this time, S&P does not believe Greece will need
this additional support.

In S&P's opinion, a drop in banks' nonperforming exposures (NPE) is
key to a faster economic recovery since it would spur
private-sector credit, which in net terms is still shrinking. Banks
have steadily reduced the large stock of NPEs, despite the
pandemic's repercussions on corporate balance sheets. The share of
NPEs in total loans of the banking system dropped sharply to 10% in
June 2022 from 31% in 2020. Moreover, the government is drawing
EUR12.7 billion of loans from the EU RRF and channeling them to the
private sector at low borrowing costs via the banking system, which
should help address the gap between the credit demand and supply in
the economy, as well as spur economic activity in the coming
years.

Following the end of the European Commission's enhanced
surveillance framework in August this year, Greece will continue to
be subject to post-program surveillance with the focus on meeting
budgetary targets and continued implementation of structural
reforms. Ongoing debt relief and the return of profits from Greek
bonds held by the ECB and eurozone national central banks under the
Agreement on Net Financial Assets/Securities Market Program
(ANFA/SMP) are subject to ongoing compliance with the program's
objectives.

Factoring in the July 2023 general elections, S&P believes these
programs and the available NGEU funds firmly incentivize the next
government to continue implementing structural reforms, regardless
of the electoral outcome.

Flexibility and performance profile: Budgetary consolidation to
continue

-- S&P projects the budget deficit to decline to 4.0% of GDP in
2022 on the back of buoyant revenue performance and spending
restraint, before narrowing further in 2023-2025.

-- As a result, S&P projects a decline in gross general government
debt over the coming years, reaching about 171% of GDP in 2022 from
about 193% in 2021, while the government preserves substantial
fiscal buffers.

-- Given very large volumes of completed and ongoing NPE
disposals, we expect the systemwide ratio to drop to below 8.0% by
end-2022 from 12.8% in 2021.

High nominal economic growth in 2022, characterized by an estimated
almost 6% real GDP growth--with full recovery in tourism sector,
strong employment growth, and high inflation--has boosted the
government revenue performance. For example, on a cash basis,
between January and August, general government revenue increased by
almost 18% compared with the same period in 2021 (also thanks to
larger transfers from the RRF during this period), while government
spending has been reined in due to the phasing-out of
COVID-19-related support packages, with a decline of almost 4%
during the same period. Energy measures in 2022 are projected to
reach EUR13.2 billion (or 6.7% of GDP) of which EUR4.3 billion (or
2.0% of GDP) with budgetary impact. The strong budgetary
performance will, in S&P's view, lead to a substantial reduction in
budget deficit this year, to about 4% of GDP.

In 2023, the government strives for a primary surplus of 0.7% of
GDP, based mainly on the account of further spending restraint
related to the elimination of the remaining COVID-19-related
measures and non-renewal of some energy-related measures, as well
as windfall tax on energy firms. The net fiscal cost of support
measures is planned to fall from 2.8% of GDP in 2022 to 1.5% in
2023 (gross value will decline less, from EUR13.4 billion in 2022
to EUR10.3 billion in 2023). Although S&P assumes the government is
unlikely to meet its budgetary target due to the deterioration in
economic activity and the 2023 general elections, it expects the
primary budget position to be close to balance, with the general
government budget deficit declining further, clearly setting
government debt as a share of GDP on a downward path.

Given the temporary suspension of the EU Stability and Growth Pact
fiscal framework, the requirement for Greece to meet its 3.5% of
GDP primary balance in 2020-2023 was suspended.

S&P said, "Considering the nominal economic growth and narrowing
budget deficit, we expect gross general government debt will fall
to about 171% of GDP in 2022, from about 193% in 2021, before
declining further over 2023-2025. Net of cash buffers, we project a
decrease in net general government debt to below 160% of GDP in
2022 and to almost 152% in 2023 from about 176% of GDP in 2021.

Despite the pandemic-induced worsening in the budget balance in
2020-2021, Greece faced COVID-19 fallout with substantial fiscal
buffers. This is demonstrated by its underlying pre-pandemic
structural budget position (estimated at a surplus of about 2% of
GDP in 2019), as well as its access to substantial liquidity
reserves (estimated at about 15% of GDP at end-2022; excluding the
International Monetary Fund's (IMF's) allocation of special drawing
rights, estimated at EUR3 billion), which markedly reduced its
borrowing needs. The transfers of SMP/ANFA returns from the
Eurosystem will continue since Greece has been broadly complying
with the related review benchmarks. In addition, the ECB's decision
to continue purchasing Greek government bonds over and above
rollovers of redemptions (and their eligibility as collateral for
refinancing operations)--as well as the recent introduction of the
TPI--if it observed a deterioration in the monetary policy
transmission in Greece is key for Greece's access to funding at
affordable rates, in S&P's view.

S&P said, "We estimate Greece's debt-servicing costs at about 1.4%
at end-2022. This, despite the country's sizable debt, is
significantly lower than the average refinancing costs for most
sovereigns in our 'BB' rating category. The weighted-average
residual maturity of central government debt stood at 18.2 years at
end-June 2022. We expect this and future debt management
operations, including with respect to the bilateral loans, will
help alleviate the government's interest burden, even considering
the material increase in government debt due to the economic and
budgetary impact of the pandemic as well as the ongoing increase in
borrowing rates. Importantly, in March 2022, Greece pre-paid the
remaining amount of its IMF loan (EUR1.86 billion), two years ahead
of schedule. As Greece continues to replace an increasing share of
its government debt with commercial bond issuance, its
debt-servicing costs as a share of government revenues could rise.

"We continue to view the Greek financial system as an outlier in
the eurozone. A high amount of NPEs despite recent significant
improvements, weak quality of capital due to high amount of
deferred tax credits and deferred tax assets as a proportion of
banks' equity base, and limited albeit improving earnings prospects
continue restraining Greek banks' creditworthiness. The ongoing
restructuring of Attica Bank--the country's fifth-largest bank in
terms of assets--is a case in point. Belated emergence of its large
asset quality issues and resulting large losses and insolvency in
2021 triggered the conversion of deferred tax credits, making
Hellenic Financial Stability Fund its largest owner through a
EUR245 million capital contribution. That said, we view this recent
incident as an isolated one and Attica Bank is not systemically
important."

In terms of NPEs, the four largest banks have progressed
meaningfully toward normalization since the 2018 implementation of
the Hercules Asset Protection Scheme, under which the government
extends first-loss guarantees on senior tranches of notes backed by
pools of NPEs that are securitized by Greek banks. By leveraging
Hercules, and the increased interest from distressed asset managers
and purchasers in Greek bad debt, Greek banks' NPE stock dropped
below EUR20 billion at end-2021 from EUR88 billion at end-2018.
Given very large volumes of completed and ongoing NPE disposals, we
expect the systemwide NPE ratio to drop close to 8% by end-2022.
Still, S&P expects Greek banks' asset quality metrics will remain
weaker than the EU average.

S&P said, "We project Greece's current account deficit will widen
past 7.0% of GDP in 2022-2023 from 6.7% last year, before narrowing
in 2024. This is because the projected increase in imports,
especially due to higher oil and energy prices, is unlikely to be
fully offset by further pickup in tourism. We also note very benign
trends on Greece's primary income balance, reflecting its low
average cost of public debt held by non-residents, and its
secondary income balance, reflecting EU fund inflows. At the same
time, export growth is likely to be subdued given the stagflation
in eurozone.

"Nevertheless, in our view, structural economic changes in recent
years have put Greece's export sector in a position to benefit from
its increased competitiveness, which we observe in the solid export
performance of goods. Nevertheless, at less than 20% of GDP,
Greece's merchandise export sector is considerably below the
European average. More broadly, labor cost competitiveness has
improved to levels recorded before 2000, and external demand is
trending upwards. Consequently, the share of exported goods and
services more than doubled to 51.7% of GDP in 2021, compared with
19% of GDP in 2009 and is expected to increase further by 2025.
Moreover, following a temporary dip in 2020, FDI inflows have been
rising since 2021. We believe that the large grants from the NGEU
agreement will benefit balance-of-payments developments during
2022-2026."

Greek inflation hit a multi-decade high of 12% in September
(according to the Harmonized Index of Consumer Prices), reflecting
surging energy and food prices. Volatile inflation outcomes are
complicating investment and spending decisions for Greece's private
sector and could jeopardize growth. However, so far, in contrast to
trends in the U.S. and U.K., there is little evidence that higher
consumer and producer price inflation is lifting wages in the Greek
economy. S&P projects that 12-month inflation could be very close
to its peak. More generally, the inflation outlook depends largely
on events outside the ECB's control, notably the duration of the
war in Ukraine and, in turn, the behavior of global commodity
prices, as well as the potential for some appreciation of the euro
versus the U.S. dollar.

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the methodology
applicable. At the onset of the committee, the chair confirmed that
the information provided to the Rating Committee by the primary
analyst had been distributed in a timely manner and was sufficient
for Committee members to make an informed decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.

The committee's assessment of the key rating factors is reflected
in the Ratings Score Snapshot above.

The chair ensured every voting member was given the opportunity to
articulate his/her opinion. The chair or designee reviewed the
draft report to ensure consistency with the Committee decision. The
views and the decision of the rating committee are summarized in
the above rationale and outlook. The weighting of all rating
factors is described in the methodology used in this rating
action.

  Ratings List

  RATINGS AFFIRMED

  GREECE

   Sovereign Credit Rating                 BB+/Stable/B

   Transfer & Convertibility Assessment    AAA

   Senior Unsecured                        BB+

   Commercial Paper                        B




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WD FF: S&P Assigns 'B' Issuer Credit Rating, Outlook Negative
-------------------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to WD FF
Ltd. At the same time, S&P affirmed its 'B' issue rating on the
group's senior secured notes due in March 2025 and May 2028, and
its 'BB' issue rating on the super senior secured revolving credit
facility (RCF). S&P withdrew the ratings on Lannis Ltd.

The negative outlook indicates the possibility of a downgrade over
the next 12-18 months if Iceland Foods Group's earnings before
interest, tax, debt, amortization, and rent (EBITDAR) to cash
interest plus rents cover ratio were to remain at about 1.2x for a
prolonged period, its free operating cash flow (FOCF) after leases
turned persistently negative, or its liquidity weakened. This could
occur if the group failed to mitigate cost inflation, in particular
if energy costs rose at a higher pace than S&P currently
anticipates or stayed at an elevated level for longer, or working
capital came under pressure from disruption on the supply chain.

WD FF Ltd. is the ultimate parent company of the Iceland Foods
Group, integrating Iceland and Food Warehouse supermarkets as well
as the acquired Individual Restaurants Business.

Following the acquisition of Individual Restaurants during the
fiscal year ending March 26, 2021 (fiscal 2021), the group now
consolidates its results under a new entity, WD FF Ltd. As a
result, S&P withdrew the ratings on Lannis Ltd. and assigned our
issuer credit rating to WD FF Ltd. Lannis Ltd. consolidates the
grocery retail business, which represents the majority of the
group's activities, and it is the main driver of the group's
performance.

The negative outlook indicates the possibility of a downgrade over
the next 12-18 months if the group cannot preserve its liquidity,
cash generation, and profitability by mitigating the steep increase
in energy and other costs.

S&P could take a negative rating action if Iceland Foods Group's
operating performance weakened beyond our base case. In particular,
it could lower the ratings if:

-- Reported EBITDAR to cash interest plus rents coverage
    remained at about 1.2x for a prolonged period;

-- FOCF after leases remained persistently negative; or

-- Liquidity weakened.

S&P said, "Although not our expectation at this point, we could
downgrade the group if it made any changes to its capital structure
that we perceived as a shift in financial policy or deemed akin to
a distressed debt exchange offer under our methodology.

"We could revise the outlook to stable if Iceland Foods Group
outperformed our base case, posting robust sales growth,
close-to-historical profitability margins, and sustainably positive
and growing FOCF after leases."

This would hinge on a sustained improvement in credit metrics,
including adjusted debt to EBITDA reducing toward 5.5x, EBITDAR
cover of comfortably more than 1.2x, and full availability under
its RCF. A positive rating action would also hinge on Iceland Foods
Group's financial policy being consistent and supportive of such
metrics in the medium term.

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

S&P said, "Governance factors are a negative consideration in our
credit rating analysis of WD FF Ltd. The group's management, headed
by founder Sir Malcolm Walker, has full ownership of the company
and control over the board of directors. This, alongside a highly
leveraged capital structure, reflects corporate decision-making
that prioritizes the interests of the controlling owners, in our
opinion. In addition, we think the opportunistic acquisition of the
casual dining operator Individual Restaurant Co. in late 2020
heightened operating and financial risk, as well as adding more
debt to the Iceland Foods group without directly advancing the
group's strategic priorities in the retail business."




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EMPATHY AVIATION: Enters Liquidation After Pandemic Hit Business
----------------------------------------------------------------
John Mulligan at Independent.ie reports that Empathy Aviation, an
aircraft maintenance startup that was based at Dublin Airport, has
gone into liquidation.

The firm, which during the summer had insisted it expected business
to improve "significantly" in the second part of this year, was
owned by the same shareholders behind a Turkish aircraft
maintenance company, TDT Havacilik Bakim, Independent.ie
discloses.

Empathy was granted a license to operate from Dublin Airport in
2019 by the Irish Aviation Authority, Independent.ie notes.

Up until a few months ago, it had been in discussions with a
Turkish airline to provide maintenance for the carrier at Dublin,
Independent.ie states.

The onset of the Covid pandemic hit the business badly, accounts
for Empathy confirm, Independent.ie relays.

"The downturn of the global economy and the high degree of
uncertainty due to the Covid pandemic led to trading difficulties
for the last two years," the accounts signed off at the end of July
note.

"The aviation industry and aircraft maintenance has been badly
impacted due to worldwide travel restrictions and it is slow to
rebound, resulting in many companies in the industry becoming
bankrupt and closing during the pandemic period," they add.

Empathy Aviation made a EUR154,000 loss last year and that brought
its accumulated losses to more than EUR921,000 at the end of
December, according to Independent.ie.

The Empathy Aviation entered voluntary liquidation last week, with
an official notice stating that due to the extent of its
liabilities, it cannot continue in business, Independent.ie
recounts.


FINANCE IRELAND 5: S&P Assigns BB(sf) Rating on Class E Notes
-------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Finance Ireland RMBS
No. 5 DAC's class A and B-Dfrd to E-Dfrd notes. At closing, the
issuer also issued unrated class X, Y, Z, R1, and R2 notes.

Finance Ireland RMBS No. 5 is a static RMBS transaction that
securitizes a portfolio of EUR412.965 million owner-occupied
mortgage loans secured on properties in Ireland. This transaction
is very similar to its predecessor, Finance Ireland RMBS No. 4.

The loans in the pool were originated between 2016 and 2022 by
Finance Ireland Credit Solutions DAC and Pepper Finance Corp. DAC.
Finance Ireland is a nonbank specialist lender, which purchased the
Pepper Finance Residential Mortgage business in 2018.

The collateral comprises prime borrowers and there is high exposure
to first-time buyers. All the loans have been originated relatively
recently and thus under the Irish Central Bank's mortgage lending
rules limiting leverage and affordability.

The transaction benefits from liquidity provided by a general
reserve fund, and in the case of the class A notes, a class A
liquidity reserve fund. Principal can be used to pay senior fees
and interest on the notes subject to various conditions.

Credit enhancement for the rated notes consists of subordination
and the general reserve fund from the closing date. The class A
liquidity reserve can also ultimately provide additional
enhancement subject to certain conditions. The transaction
incorporates a swap to hedge the mismatch between the notes, which
pay a coupon based on the three-month EURIBOR, and the loan pool,
80.65% of which pay fixed-rate interest before reversion.

At closing, the issuer used the issuance proceeds to purchase the
full beneficial interest in the mortgage loans from the seller. The
issuer grants security over all its assets in favor of the security
trustee. There are no rating constraints in the transaction under
S&P's counterparty, operational risk, or structured finance
sovereign risk criteria. S&P considers the issuer to be bankruptcy
remote.

  Ratings

  CLASS     RATING    CLASS SIZE (EUR)

   A        AAA (sf)    355,150,000

   Y        NR                5,000

   B-Dfrd   AA (sf)      20,640,000

   C-Dfrd   A (sf)       11,350,000

   D-Dfrd   BBB (sf)      7,220,000

   E-Dfrd   BB (sf)       6,190,000

   Z        NR           12,416,000

   X-Dfrd   NR            7,200,000

   R1       NR               10,000

   R2       NR               10,000

   NR--Not rated.


JACC SPORTS: Deal Partners Files Winding-Up Petition
----------------------------------------------------
Ann O'Loughlin at Irish Examiner reports that the High Court has
been asked to wind up the supplier of kit for Ireland's
international football teams and others over unpaid debts of more
than EUR13 million.

JACC Sports Distributors Ireland supplies jerseys and sportswear
for the Football Association of Ireland (FAI), which is worn by the
national teams and is the firm's most valuable contract.

On Oct. 17, the FAI announced it was terminating its sponsorship
agreement with JACC and while the FAI did not say why, the court
was told the association is a significant creditor of JACC, Irish
Examiner relates.

On Oct. 26, JACC's largest creditor, Deal Partners Logistics Ltd --
owed nearly EUR7.3 million -- petitioned Mr Justice Brian O'Moore
to appoint a provisional liquidator to the firm, Irish Examiner
discloses.  The application was adjourned to Thursday, Oct. 27,
Irish Examiner notes.

As a result of what it says was the failure to make scheduled
payments in the last few months, and because of "inadequate
financial controls" within JACC over a protracted period, Deal
Partners applied to the court for the appointment of a provisional
liquidator, Irish Examiner states.

According to Irish Examiner, Niall Buckley BL, for the petitioner,
told the court JACC has debts of between EUR13 million and EUR14
million, including nearly EUR7.3 million owed to his client, EUR3
million to Ulster Bank and EUR2.5 million to Revenue.  JACC has
said however that without the FAI contract, it will essentially
have to close the business, he said, Irish Examiner notes.

He said the company's most valuable asset is its stock, valued at
EUR9 million, but it had failed to make any attempt to address its
indebtedness over a protracted period of time, according to Irish
Examiner.

The court was told that despite its indebtedness and failure to pay
money owed, it continued to acquire significant quantities of stock
and build up further liabilities, Irish Examiner discloses.


MADISON PARK XI: Moody's Affirms B2 Rating on EUR14.7MM F Notes
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Madison Park Euro Funding XI DAC:

EUR10,000,000 Class B-1 Senior Secured Floating Rate Notes due
2031, Upgraded to Aaa (sf); previously on Oct 7, 2020 Affirmed Aa2
(sf)

EUR40,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2031,
Upgraded to Aaa (sf); previously on Oct 7, 2020 Affirmed Aa2 (sf)

EUR36,200,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to A1 (sf); previously on Oct 7, 2020
Affirmed A2 (sf)

EUR27,800,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Baa1 (sf); previously on Oct 7, 2020
Confirmed at Baa2 (sf)

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

EUR309,700,000 Class A-1 Senior Secured Floating Rate Notes due
2031, Affirmed Aaa (sf); previously on Oct 7, 2020 Affirmed Aaa
(sf)

EUR13,600,000 Class A-2 Senior Secured Floating Rate Notes due
2031, Affirmed Aaa (sf); previously on Oct 7, 2020 Affirmed Aaa
(sf)

EUR35,200,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Ba2 (sf); previously on Oct 7, 2020
Confirmed at Ba2 (sf)

EUR14,700,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed B2 (sf); previously on Oct 7, 2020
Confirmed at B2 (sf)

Madison Park Euro Funding XI DAC, issued in July 2018, is a
collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European loans. The portfolio is
managed by Credit Suisse Asset Management Limited. The
transaction's reinvestment period ended in August 2022.

RATINGS RATIONALE

The rating upgrades on the Class B-1, Class B-2, Class C and Class
D Notes are primarily a result of the benefit of the transaction
having reached the end of the reinvestment period in August 2022.

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

Moody's also notes that the over-collateralisation ratios of the
rated notes have generally exhibited an improving trend. According
to the trustee report dated August 2022[1] the Class A/B, Class C,
Class D and Class E OC ratios are reported at 139.76%, 127.40%,
119.31% and 110.42% compared to November 2021[2] levels of 138.30%,
126.07%, 118.06% and 109.26, respectively.

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

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

Performing par and principal proceeds balance: EUR520.1m

Defaulted Securities: EUR2.31m

Diversity Score: 68

Weighted Average Rating Factor (WARF): 2901

Weighted Average Life (WAL): 4.21 years

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

Weighted Average Coupon (WAC): 4.59%

Weighted Average Recovery Rate (WARR): 43.83%

Par haircut in OC tests and interest diversion test:  0.011%

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

Moody's notes that the September 2022 trustee report was published
at the time it was completing its analysis of the August 2022 data.
Key portfolio metrics such as WARF, diversity score, weighted
average spread and life, and OC ratios exhibit little or no change
between these dates.

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank and swap providers,
using the methodology "Moody's Approach to Assessing Counterparty
Risks in Structured Finance" published in June 2022. Moody's
concluded the ratings of the notes are not constrained by these
risks.

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

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

Additional uncertainty about performance is due to the following:

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

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

In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
other Moody's analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.


TRINITAS EURO III: S&P Assigns Prelim. B-(sf) Rating on Cl. F Notes
-------------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Trinitas
Euro CLO III DAC's class A, B-1, B-2, C, D, E, and F notes. At
closing, the issuer will also issue subordinated notes.

The preliminary ratings reflect S&P's assessment of:

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

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

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

-- The transaction's legal structure, which S&P expects to be
bankruptcy remote.

-- The transaction's counterparty risks, which S&P expects to be
in line with its counterparty rating framework.

  Portfolio Benchmarks
                                                        CURRENT

  S&P weighted-average rating factor                   2,709.30
  Default rate dispersion                                575.77
  Weighted-average life (years)                            4.97
  Obligor diversity measure                              156.67
  Industry diversity measure                              22.75
  Regional diversity measure                               1.27

  Transaction Key Metrics
                                                        CURRENT

  Portfolio weighted-average rating
   derived from S&P's CDO evaluator                           B
  'CCC' category rated assets (%)                          1.12
  Covenanted 'AAA' weighted-average recovery (%)          37.22
  Covenanted weighted-average spread (%)                   3.96
  Covenanted weighted-average coupon (%)                   4.57

Delayed draw tranche

Class F is a delayed draw tranche. It is unfunded at closing and
has a maximum notional amount of EUR17.0 million and a spread of
three/six-month Euro Interbank Offered Rate (EURIBOR) plus 10.00%.
The class F notes can only be issued once and only during the
reinvestment period. The issuer will use the proceeds received from
the issuance of the class F notes to redeem the subordinated notes.
Upon issuance, the class F notes' spread could be higher (in
comparison with the issue date) subject to rating agency
confirmation. For the purposes of S&P's analysis, it has assumed
the class F notes to be outstanding at closing.

Asset priming obligations and uptier priming debt

Under the transaction documents, the issuer can purchase asset
priming (drop down) obligations and/or uptier priming debt to
address the risk of a distressed obligor either moving collateral
outside the existing creditors' covenant group or incurring new
money debt senior to the existing creditors.

In this transaction, current pay obligations are limited to 5.0%,
but those obligations that are uptier priming debt can have up to
1.0% more. Corporate rescue loans and uptier priming debt that
comprise defaulted obligations are limited to 5%. There is an
overall limit on all uptier priming debt of 1.0%.

Rating rationale

Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payments. The portfolio's
reinvestment period will end approximately two years after
closing.

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

S&P said, "In our cash flow analysis, we used the EUR400 million
target par amount, the covenanted weighted-average spread (3.96%),
the reference weighted-average coupon (4.57%), and covenanted
weighted-average recovery rates at each rating level. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category.

"Under our structured finance sovereign risk criteria, we consider
that the transaction's exposure to country risk is sufficiently
mitigated at the assigned preliminary ratings."

Until the end of the reinvestment period on May 2, 2027, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and it compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.

S&P said, "We expect the transaction's documented counterparty
replacement and remedy mechanisms to adequately mitigate its
exposure to counterparty risk under our current counterparty
criteria.

"The transaction's legal structure and framework is expected to be
bankruptcy remote, in line with our legal criteria.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our preliminary ratings
are commensurate with the available credit enhancement for the
class A to E notes. Our credit and cash flow analysis indicates
that the available credit enhancement for the class B-1, B-2, C, D,
and E notes could withstand stresses commensurate with higher
ratings than those we have assigned. However, as the CLO will be in
its reinvestment phase starting from closing, during which the
transaction's credit risk profile could deteriorate, we have capped
our preliminary ratings assigned to the notes.

"For the class F notes, our credit and cash flow analysis indicates
that the available credit enhancement could withstand stresses
commensurate with a lower rating. However, we have applied our
'CCC' rating criteria, resulting in a 'B- (sf)' rating on this
class of notes.

The ratings uplift (to 'B-') reflects several key factors,
including:

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

-- The portfolio's average credit quality, which is similar to
other recent CLOs.

-- S&P's model generated break-even default rate at the 'B-'
rating level of 25.33% (for a portfolio with a weighted-average
life of 4.97 years), versus if it was to consider a long-term
sustainable default rate of 3.1% for 4.97 years, which would result
in a target default rate of 15.41%.

-- S&P does not believe that there is a one-in-two chance of this
note defaulting.

-- S&P does not envision this tranche defaulting in the next 12-18
months.

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

-- Taking the above factors into account and following S&P's
analysis of the credit, cash flow, counterparty, operational, and
legal risks, S&P believes that its preliminary ratings are
commensurate with the available credit enhancement for all the
rated classes of notes.

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

"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F notes.

"The transaction securitizes a portfolio of primarily
senior-secured leveraged loans and bonds, and it is managed by
Trinitas Capital Management, LLC.

Environmental, social, and governance (ESG)

S&P regards the exposure to ESG credit factors in the transaction
as being broadly in line with its benchmark for the sector.
Primarily due to the diversity of the assets within CLOs, the
exposure to environmental credit factors is viewed as below
average, social credit factors are below average, and governance
credit factors are average. For this transaction, the documents
prohibit assets from being related to certain activities,
including, but not limited to the following: An obligor involved
in:

-- The marketing, manufacturing or trade of illegal drugs or
narcotics;

-- The marketing, manufacturing or distribution of opioids;

-- The use of child or forced labor;

-- Payday lending;

-- Providing storage facilities or services for oil or other
infrastructure;

-- Tobacco production;

-- Trading, for commercial purposes, endangered, or critically
endangered species; or

-- The development of genetic engineering or genetic
modification.

Accordingly, since the exclusion of assets from these industries
does not result in material differences between the transaction and
S&P's ESG benchmark for the sector, no specific adjustments have
been made in our rating analysis to account for any ESG-related
risks or opportunities.

Environmental, social, and governance (ESG) corporate credit
indicators

S&P said, "The influence of ESG factors in our credit rating
analysis of European CLOs primarily depends on the influence of ESG
factors in our analysis of the underlying corporate obligors. To
provide additional disclosure and transparency of the influence of
ESG factors for the CLO asset portfolio in aggregate, we've
calculated the weighted-average and distributions of our ESG credit
indicators for the underlying obligors. We regard this
transaction's exposure as being broadly in line with our benchmark
for the sector, with the environmental and social credit indicators
concentrated primarily in category 2 (neutral) and the governance
credit indicators concentrated in category 3 (moderately
negative).

  Corporate ESG Credit Indicators

                              ENVIRONMENTAL   SOCIAL   GOVERNANCE

  Weighted-average credit indicator*   2.09     2.10      2.83

  E-1/S-1/G-1 distribution (%)         0.50     0.50      0.00

  E-2/S-2/G-2 distribution (%)        70.24    70.49     19.72

  E-3/S-3/G-3 distribution (%)         6.00     4.87     52.77

  E-4/S-4/G-4 distribution (%)         0.75     1.62      3.50

  E-5/S-5/G-5 distribution (%)         0.00     0.00      1.50

  Unmatched obligor (%)               12.09    12.09     12.09

  Unidentified asset (%)              10.42    10.42     10.42

  *Only includes matched obligor.

  Ratings List

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

  A         AAA (sf)       245.00      3mE + 1.87%      38.75

  B-1       AA (sf)         26.10      3mE + 3.75%      29.73

  B-2       AA (sf)         10.00            6.95%      29.73

  C         A (sf)          20.90      3mE + 4.74%      24.50

  D         BBB- (sf)       26.50      3mE + 6.30%      17.88

  E         BB- (sf)        17.40      3mE + 7.91%      13.53

  F         B- (sf)         17.00      3mE + 10.00%      9.28

  Subordinated   NR         45.30             N/A         N/A

  NR--Not rated.
  N/A--Not applicable.
  3mE--Three-month Euro Interbank Offered Rate.




===================
K A Z A K H S T A N
===================

SINOASIA B&R: S&P Affirms 'BB' Issuer Credit Rating, Outlook Neg.
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB' global scale long-term issuer
credit and financial strength ratings and 'kzA+' Kazakhstan
national scale rating on Kazakhstan-based insurer Sinoasia B&R
Insurance JSC (Sinoasia).

The outlook on global scale ratings remains negative.

Sinoasia's regulatory solvency margin improved to 2.05x at Oct. 1,
2022, from 1.02x at May 1, 2022, versus the minimum regulatory
requirement of 1.0x. The company issued Kazakhstani tenge (KZT) 979
million of preferred shares (or about 24% of its total authorized
capital at Sept. 1, 2022), which were included in the solvency
margin calculation. S&P said, "Under our hybrid capital methodology
we consider the preferred shares a hybrid capital instrument with
no equity content given the guaranteed dividends, which can only be
deferred under very specific circumstances, and low regulatory
solvency margin (for example, when a company either breaches or
risks breaching solvency requirements). That said, we do not rule
out these preferred shares being converted to ordinary shares in
the future, and consider this in our analysis of Sinoasia's
financial risk profile."

The company secured a big health insurance contract in
third-quarter 2022, which resulted in medical insurance
proportionally increasing to above 80% of gross written premiums
(GWP) at Oct. 1, 2022. According to regulation, medical insurers
are allowed a 30% discount to minimum required capital. This also
contributed to the improved regulatory solvency margin.

Although it is positive that immediate regulatory risks have
diminished, S&P believes that the company's capital and earnings
may be volatile in the next 12-18 months. Following financial
market volatility, Sinoasia recorded a negative KZT1.2 billion
revaluation reserve for securities available for sale at Oct. 1,
2022. Combined with its fast GWP growth of above 150% over the
first nine months of 2022, this is pressuring its capital buffers,
according to our capital model.

S&P said, "Additionally, Sinoasia's risk exposure may increase,
spurred by the revision of our outlook on the Kazakhstan sovereign
rating. On Sept. 2, 2022, S&P Global Ratings revised its outlook to
negative from stable and affirmed the 'BBB-/A-3' sovereign credit
ratings on Kazakhstan. A downgrade of Kazakhstan could lower the
weighted-average credit quality to the 'BB' range from 'BBB'
because about half of the company's investments are government and
quasi-government bonds, while its overall exposure to
Kazakhstan-based issuers noticeably increased to 55% of total
investments at Oct. 1, 2022, from less than 10% in 2020-2021. This
change was mostly driven by a placement of premium received in 2022
into reverse repurchase agreements (repo) that provides the company
with a higher interest rate. About 43% of Sinoasia's investment
portfolio is held in short-term reverse repo collateralized by
Kazakhstani government bonds and will be reallocated to other
instruments. However, this reshuffle of investments will take time
given current capital market turbulence and rising interest rates.
Moreover, we expect that the company's exposure to Kazakhstan will
remain higher than previously because it is obliged to hold part of
its investments in local currency bonds, reverse repo, or bank
deposits to meet regulatory requirements for the proportion of
assets denominated in foreign and local currency."

The negative outlook reflects a one-in-three chance of a downgrade
in the next 12-18 months.

S&P said, "We could lower the ratings in the next 12-18 months if
we observe a deterioration in the company's risk profile, both in
terms of product and investment risks. This would mean its
weighted-average credit quality declines to below the 'BBB'
category, pressured by a downgrade of the sovereign and global
capital market volatility.

"We could also lower the ratings if we see a significant and
sustained deterioration in the capital base caused by more
aggressive growth, unexpected losses not compensated by capital
injections, financial market turbulence, or higher dividends than
we expect. In turn, capital adequacy, under our capital model,
would deteriorate sustainably below the 'BBB' benchmark.

"We could also lower the ratings if Sinoasia's competitive position
is undermined, for example, by increased competition in its niche,
or unexpected underwriting losses and earnings volatility in new
business lines. Furthermore, changes in management that we consider
detrimental for the company's credit profile could affect the
ratings.

"We may revise the outlook to stable over the next 12-18 months if
potential pressure on Sinoasia's asset quality and risk profile
reduces, while the company maintains at least satisfactory capital
adequacy, preserving its market position."

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




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

COVIS MIDCO 2: Moody's Cuts CFR to B3, Under Review for Downgrade
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of
patent-protected and mature drugs provider Covis Midco 2 S.a r.l.
(Covis or the company), including its corporate family rating to B3
from B2 and its probability of default rating to B3-PD from B2-PD.
The rating agency has also downgraded all backed senior secured
bank credit facility ratings of financing subsidiary Covis Finco
S.a r.l. to B2 from B1 for the first lien bank credit facilities
and to Caa2 from Caa1 for the second lien term loan. Concurrently,
Moody's has placed all the ratings on review for downgrade. Moody's
has also changed the outlook on all entities to ratings under
review from stable.

RATINGS RATIONALE

"The ratings downgrades reflect financial performance running
behind Moody's expectations at the time of the refinancing in early
2022, when ratings were weakly positioned initially" says Frederic
Duranson, a Moody's Vice President -- Senior Analyst and lead
analyst for Covis. "The opening of the ratings review follows a US
food and drug administration (FDA) Advisory Committee
recommendation to remove Covis' third largest drug Makena from the
market, a scenario which would significantly weaken Covis' credit
ratios and liquidity" Mr Duranson adds.

Although FDA advisory committee recommendations are by definition
non-binding, Moody's believes that a removal of Makena ($83 million
revenue, 16% of total) from the market is likely because (1) the
committee voted overwhelmingly (14  against one) in favour of a
market removal, (2) it is the second time that an FDA advisory
committee has recommended that the drug be removed from the market,
and (3) the FDA is under pressure to apply more strictly the rules
on follow-up clinical studies for drugs that have benefited from
the accelerated approval process, especially when drugs are
reimbursed like Makena. Moody's expects that the FDA will make a
final decision in early 2023.

The rating agency estimates that Moody's adjusted gross debt/EBITDA
for Covis was around 6.5x at the end of June 2022 (including
utilisation under a non-recourse receivables securitisation
facility), well above the 5.5x threshold for a B2 and even higher
than the 4.8x estimated leverage pro forma for the Falmouth
acquisition (two respiratory products from AstraZeneca PLC, A3
negative) and refinancing in early 2022.

The increase in leverage stemmed primarily from the large revenue
reduction in the first half of 2022, which Moody's estimates was
nearly 30% on a like-for-like basis. This was because (1) Feraheme
suffered larger price declines following generic entry in the third
quarter of 2021, and (2) recovery in the Respiratory portfolio
(including newly acquired products), in particular Brimica and
Alvesco, lagged expectations.

Covis also had around $30 million negative Moody's adjusted free
cash flow (FCF, after interest and exceptional items) in the first
half of the year whereas the rating agency expects steady cash
generation. One-off financing items of around $20 million
constrained cash generation but so did a large number of "cash"
EBITDA adjustments related to royalties, tech transfers, R&D
projects and various corporate costs which will take time to
normalise. Concurrently, there were large working capital outflows
of around $60 million, $30 million of which related to gross-to-net
revenue deductions in the US which were not expected and will not
reverse. $20 million were attributable to Falmouth products'
transition and should gradually reverse over time, as inventory is
sold. To finance working capital, Covis put in place a receivables
securitisation facility in the second quarter of 2022 under which
it drew $58 million, and is included in Moody's adjusted debt
calculations but for which cash inflows are excluded from Moody's
adjusted cash flow from operations and FCF.

Moody's forecasts more modest like-for-like declines in revenue and
EBITDA for the rest of 2022, because (a) Feraheme currently
benefits from a higher market share owing to supply issues at its
generic competitor Sandoz (part of Novartis AG, A1 stable), and (b)
headwinds in Respiratory will ease as stock levels normalise and
Covis gradually gains control over its European sales.

If Makena is removed from the market, Moody's forecasts a further
sharp reduction in EBITDA of over $50 million in 2023, leading to a
Moody's adjusted leverage in excess of 8.0x, which is likely not
sustainable for Covis. Under this scenario, levered FCF would
become approximately breakeven provided working capital outflows
cease and outflows for unusual items reduce. However, Moody's
expects that Covis would need to draw on its fully undrawn $100
million revolving credit facility (RCF) or find alternative sources
of liquidity to address its debt servicing needs in full, which
include mandatory amortisation of the first lien term loans.

Covis' product concentration (its three largest products generate
over 60% of revenue) remains a key constrain on its credit quality
given that they all currently face challenges, including generic
competition on Feraheme and lack of pandemic recovery on Alvesco in
Europe.

The B3 CFR also reflects Covis' good positions in its chosen
therapeutic areas, primarily Respiratory and Critical Care (iron
deficiency and preterm birth). They are generally growing markets
with lower generic penetration, in part due to development and
manufacturing complexity involving inhalers and injectable
products. In addition, the company's own salesforce in North
America, which contributes over half of revenue, provides good
control on sales execution.

The B2 ratings on the pari passu ranking $595 million backed senior
secured first lien term loan B, EUR309 million backed senior
secured first lien term loan and $100 million backed senior secured
multi-currency RCF, one notch above the CFR, reflect the presence
of a relatively large $312 million backed senior secured second
lien term loan ranking behind in the event of security enforcement.
As a result, the second lien term loan is rated Caa2, two notches
below the CFR.

LIQUIDITY

Moody's considers Covis' liquidity as adequate but it would weaken
materially if Makena sales ceased from early 2023. The borrowing
group had a cash balance of $34 million at the end of June 2022 and
Covis retains access to a fully undrawn $100 million RCF and has
put in place a $75 million receivables securitisation facility,
which is mostly drawn. If Makena is removed from the market,
Moody's expects the testing condition on the company's springing
net first lien leverage covenant to be met by the end of 2023 and
headroom would be tight.

ESG CONSIDERATIONS

Governance factors that Moody's considers in Covis' credit profile
include (i) the risk of additional debt raises or shareholder
distributions in the context of the company's private equity
ownership, (ii) the extensive use of EBITDA add-backs and (iii) the
multiple changes in business perimeter leading to a very limited
track record of operating the business at scale.

Key social risks for Covis include (i) customer relations risks in
the context of legal proceedings regarding marketing practices for
Makena in the US, and (ii) US drug pricing reforms, which Moody's
considers as part of demographic and societal trends.

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

The ratings review will focus on (1) the FDA's decision to remove
Makena from the market or not, (2) Covis' willingness and ability
to carry out additional studies on Makena to prove its efficacy,
and the impact on its cost base and financial profile, and (3) the
cash flow outlook for the next few quarters, in particular
prospects for a reduction of working capital outflows toward zero
and a decrease in cash EBITDA adjustments.

The ratings could be upgraded if (i) Covis grows organically and
returns Moody's adjusted EBITDA to its 2021 level (including a full
12 months' contribution from Falmouth) within the current scope of
the business, and (ii) Moody's adjusted gross debt to EBITDA
reduces to well below 5.5x on a sustainable basis, and (iii) Covis
generates material free cash flow (FCF, after royalties, interest
and exceptional items) leading to Moody's adjusted FCF/debt toward
10%, and (iv) the company does not make any additional large
product and business acquisitions or shareholder distributions.

The ratings could be downgraded in case (i) Covis' revenues and
earnings continue to decline rapidly on an organic basis, or (ii)
Makena is removed from the market, leading to a significant
deterioration in credit ratios, or (iii) cash generation does not
improve, Moody's adjusted free cash flow stays negative and
liquidity weakens, or (iv) Moody's-adjusted debt/EBITDA remains
above 6.5x sustainably, or (v) Covis embarks upon additional large
product or business acquisitions.

LIST OF AFFECTED RATINGS

Downgrades:

Issuer: Covis Finco S.a r.l.

-- BACKED Senior Secured Bank Credit Facility, Downgraded to B2
from B1; Placed On Review for Downgrade

-- BACKED Senior Secured Bank Credit Facility, Downgraded to Caa2
from Caa1; Placed On Review for Downgrade

Issuer: Covis Midco 2 S.a r.l.

-- Probability of Default Rating, Downgraded to B3-PD from B2-PD;
Placed On Review for Downgrade

-- LT Corporate Family Rating, Downgraded to B3 from B2; Placed On
Review for Downgrade

Outlook Actions:

Issuer: Covis Finco S.a r.l.

-- Outlook, Changed To Ratings Under Review From Stable

Issuer: Covis Midco 2 S.a r.l.

-- Outlook, Changed To Ratings Under Review From Stable

PRINCIPAL METHODOLOGY

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

CORPORATE PROFILE

Covis, headquartered in Zug (Switzerland) and Luxembourg, markets
and distributes a portfolio of patent-protected and mature drugs to
treat chronic disorders and life-threatening conditions in the
respiratory and critical care areas, with presence in over 50
countries. Founded in 2011 by management and Cerberus Capital, it
was acquired by funds affiliated with Apollo Global Management in
March 2020. In the 12 months to June 30, 2022, Covis had annualised
revenue of around $494 million, including the assets acquired from
AstraZeneca PLC.


PROPULSION (BC) FINCO: S&P Assigns 'B' LT ICR, Outlook Stable
-------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to Propulsion (BC) Finco S.a.r.l. (Propulsion) and its 'B' issue
rating to the company's senior secured TLB. The recovery rating is
'3', indicating meaningful (50%-70%; rounded estimate: 60%)
recovery prospects at default.

The stable outlook reflects S&P's expectation that ITP's revenue
and profitability will gradually improve as the civil aerospace
industry continues to recover, and that in 2023 the company will
generate moderately positive FOCF and exhibit funds from operations
(FFO) cash interest coverage of more than 2.0x.

Propulsion, a financing vehicle controlled by Bain Capital and
minority investors, has acquired Industria de Turbo Propulsores,
S.A. (ITP), a Spanish aerospace and defense supplier of modules and
components, for a total consideration of EUR1.7 billion including
transaction fees and expenses. ITP's new capital structure includes
a $667 million senior secured term loan B (TLB), a $116 million
revolving credit facility (RCF), and EUR1.1 billion in equity, of
which EUR375 million is debt-like preferred equity certificates
(PECs).

ITP's acquisition by Propulsion for about EUR1.7 billion, including
transaction fees and expenses, has resulted in a refinancing of its
capital structure. The transaction was syndicated at the beginning
of the year and completed on Sept. 15, 2022. Its financing
comprised a $667 million first-lien TLB (EUR575 million), a $116
million (EUR100 million) multicurrency RCF, and EUR1,087 million of
equity, of which EUR375 million is PECs (equivalent to $375
million), which we view as debt. In a strategic decision, the
company opted to maintain its subordinated reduced-rate borrowing
facilities for approximately EUR50 million to complement its
research and development (R&D) activities. The acquisition's total
consideration was about EUR1.7 billion, including
transaction-related fees and expenses. Upon closing, the company
has about EUR77 million of cash on its balance sheet pro-forma for
the transaction, after all costs are paid.

S&P said, "We expect FOCF will be moderately positive in 2023.
Historically, ITP has been able to generate significant FOCF. On a
stand-alone basis, ITP's S&P Global Ratings-adjusted FOCF was about
EUR163 million in 2019, EUR96 million in 2020, and fell to EUR43
million in 2021 because of the pandemic's impact on deliveries in
the wide-body segment and a reduction in the defense aftermarket
after strong operating performance in 2020. For 2022, we anticipate
that FOCF will turn negative because of transaction fees and
expenses, which are fully funded with equity; without these, ITP's
FOCF would have been broadly neutral. Disruptions in supply chains
and cost inflation also weighed on cash generation in 2022, with
ITP's increasing of its safety stocks leading to a large buildup in
working capital of about EUR50 million-EUR60 million. However, in
2023 we expect some of this buildup to be released, resulting in
moderately positive FOCF of EUR15 million-EUR20 million, meaning
that deleveraging prospects are somewhat limited over our 12-month
rating horizon."

ITP's market position is strong, thanks to its Tier 1 supplier
status with full module design-and-make capabilities, which provide
a stable revenue base. ITP is a leading Tier 1 supplier of
mission-critical modules and components that require a high degree
of technological content. The company has longstanding
relationships with the major engine original equipment
manufacturers (OEMs). It is also a member of three European defense
consortia (Eurojet, Europrop, and MTRI) and a partner on the Future
Combat Air System platform, which is currently in the research and
technology stage but offers promising future growth prospects.
Although sales to Rolls-Royce accounted for about 60% of ITP's
revenue in 2021, the company has moderate platform exposure, with
no single engine program accounting for more than 15% of
consolidated sales. ITP's position in the aero-engine supply chain,
as one of the few independent Tier 1 suppliers with full module
design-and-make capabilities, reduces the level of competition the
company faces. ITP holds the No. 1 position among independent
suppliers of outsourced engine production with a strong position in
full modules and components for low-pressure turbines, engine
structures, and combustors, and an expanding presence in
compressors and other components. The company has a strong ability
to generate cash, supported by aftermarket cash profits tied to
engine flying hours.

ITP's comparatively lower EBITDA margins, limited size, high
customer concentration, and high exposure to wide-body commercial
aerospace platforms constrain the rating. ITP's adjusted EBITDA
margin has fluctuated between 9% and 17% in the past three years.
This volatility was caused by the pandemic-induced sharp fall in
the number of flying hours. S&P said, "However, we expect these
will have a limited impact on EBITDA over the next two years. In
2022, we anticipate ITP's S&P Global Ratings-adjusted EBITDA
margin, excluding one-off transaction fees and expenses, will reach
about 9.5%-10.5% (6%-7% if we adjust EBITDA for the transaction
fees). By 2023, under our revised base case, we anticipate some
headwinds related to inflationary pressures and energy costs that
could lower ITP's adjusted EBITDA margin to about 8.5%-9.5%. In our
current base case, we already foresee moderate margin erosion due
mainly to cost inflation and rising energy costs, which we assume
the company will only be able to partly absorb through increases in
its list prices. Furthermore, sales to Rolls-Royce accounted for
about 60% of ITP's revenue in 2021, and while we expect ITP to
gradually diversify away from Rolls-Royce post-divestment, this
process will take time."

ITP stands to benefit from the recovery in commercial air passenger
traffic and increased defense spending in Europe. S&P said, "While
we do not anticipate passenger volumes will return to pre-pandemic
levels until at least 2024, commercial air traffic has rebounded
steadily from pandemic lows. Domestic air travel has seen a strong
recovery globally, with May 2022 volumes 23% below 2019 levels,
while international traffic was 36% lower but improving. Traffic
has reached higher levels in major markets such as domestic U.S.,
intra-Europe, Latin America, and trans-Atlantic, but lags in much
of Asia. These trends support demand for narrow-body aircraft,
which are used for domestic and regional travel. A significant
portion of ITP's business is derived from wide-body commercial
aerospace programs, whose demand will increase more slowly than for
narrow-body, even if we anticipate aircraft and engine OEMs will
ramp-up wide-body production before 2024 and ITP is exposed to
penetrating wide-body platforms such as the Airbus A350. At the
same time, ITP is well positioned to benefit from renewed defense
spending from European countries, and the Spanish government in
particular, in a context of heightened geopolitical tensions. As an
engine OEM in three defense consortia, ITP stands to profit,
because governments in the region are increasing defense spending
toward a target of 2% of GDP. However, this will take time to
materialize, because it can take years for funds to pass from the
point of political approval, through budget allocation, and the
tendering process, then to companies that win contracts.
Nevertheless, we see a recent uptick in the company's defense and
defense-related maintenance, repair, and overhaul (MRO) activities,
which we expect to continue on a positive trajectory as approved
defense budgets are disbursed."

S&P said, "We assess Propulsion as a financial sponsor-related
owned entity because of Bain Capital's 87% ownership at closing.
Our assessment of ITP considers Bain Capital's controlling
ownership and the potential for the firm to pursue an aggressive
strategy using debt and debt-like instruments to maximize
shareholder returns. We therefore apply a 100% cash haircut when
calculating ITP's credit metrics. Furthermore, the company's
capital structure includes EUR375 million of PECs that sit further
up the corporate structure, outside the senior banking group. These
PECS will accrue payment-in-kind interest. We consider these
instruments debt-like and include them in our adjusted debt
calculation of the company's metrics. As a result of the new
capital structure, we expect ITP's adjusted gross debt levels to
stand at about EUR1.0 billion in 2022 including PECs (EUR640
million excluding PECs).

"Uncertainties around the macroeconomic and geopolitical
environment reduce our visibility into 2023. Global macroeconomic
conditions remain highly uncertain, with muted growth prospects in
Europe, North America, and China expected for 2023. We anticipate
that the entire aerospace supply chain will remain under enormous
pressure, as knock-on effects from the Russia-Ukraine conflict on
metals, oil, gas and energy prices, and rationing, particularly in
Europe, provide a challenging operating backdrop. In addition, the
effects of lingering COVID-19 lockdowns in China on supply chains
are continuing, and some suppliers will face increasingly
unfavorable financing conditions, as central banks pursue
restrictive monetary policies to rein in inflation. ITP's
operations are not as energy intensive as other rated aerospace and
defense suppliers. Furthermore, the company was able to secure
financing for its acquisition by Propulsion in first-quarter 2022,
before access to debt markets by speculative-grade issuers was
complicated by market volatility and reduced liquidity, observed
later in 2022. At the same time, disruptions elsewhere in the
aerospace supply chain may impede ITP's ability to keep deliveries
on time, which may constrain its ability to unwind its large
working capital buildup and could further constrain cash flow
generation. In such a scenario, our estimates for ITP's operating
performance into 2023 could be weaker than anticipated. As of now,
we see that aircraft OEMs continue to pursue aggressive delivery
schedules, with engine OEMs following suit. Therefore, we do not
include any major disruptions to supply chains into our base case
for ITP, but we have adjusted our profitability assumptions to
reflect prevalent input price and energy inflation.

"The stable outlook reflects our expectation that ITP's revenue and
profitability will gradually improve as the civil aerospace
industry continues to recover, and that in 2023 the company will
generate moderately positive FOCF and exhibit FFO cash interest
coverage of more than 2.0x.

"We could lower the rating if commercial flying hours fail to
continue to recover toward pre-pandemic levels, leading to
prolonged weakened demand for ITP's products and resulting in
weaker profitability, negative FOCF, and/or FFO cash interest
coverage below 2.0x.

"We view rating upside as limited over the next 12 months, given
the exposure to wide-body commercial aeroengines and high leverage
following the transaction. We could consider raising the rating if
better-than-expected operating prospects led to adjusted debt
(excluding preference shares) to EBITDA reducing to below 5.0x on a
sustainable basis. Furthermore, an upgrade would depend on healthy
cash flow generation, such that FOCF to debt approaches 10%."

ESG credit indicators: E-2, S-4, G-3

S&P said, "Social factors are a negative consideration in our
credit rating analysis. A significant portion of ITP's revenue is
derived from wide-body engine platforms serving commercial
aerospace, which were severely affected by the COVID-19 pandemic
and therefore resulted in a topline and margin decline. We classify
the pandemic as a social risk affecting health and safety. As a
result of reduced flying hours, ITP's pro forma revenue decreased
by 29% versus 2019. Although air travel is starting to recover, we
do not expect wide-body flying hours and production rates to
recover to 2019 levels until at least 2023. Governance factors are
a moderately negative consideration, as is the case for most rated
entities owned by private-equity sponsors. We believe that the
company's highly leveraged financial risk profile points to
corporate decision-making that prioritizes the interests of the
controlling owners. This also reflects the generally finite holding
periods and a focus on maximizing shareholder returns."




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

HUVEPHARMA INT'L: Moody's Affirms Ba2 CFR & Alters Outlook to Neg.
------------------------------------------------------------------
Moody's Investors Service has changed to negative from stable the
outlook on the ratings of Huvepharma International BV.
Concurrently, Moody's has affirmed the company's Ba2 corporate
family rating and Ba3-PD probability of default rating.

"The change in outlook to negative from stable incorporates
Huvepharma's weaker than expected profitability and free cash flow
generation resulting in a deterioration of key credit metrics
compared to Moody´s previous expectation. As a result, leverage
has increased, positioning the company weakly in the Ba2 rating
category," says Michel Bove, a Moody's Assistant Vice
President-Analyst and lead analyst for Huvepharma.

"However, the affirmation of the Ba2 CFR takes into consideration
the company's sustained track record of revenue growth, as well as
Moody's expectation that the company´s performance will gradually
improve in the next two years allowing it to reduce leverage," Mr.
Bove added.  

RATINGS RATIONALE

The negative outlook reflects Moody's expectation that the
company's operating performance will be weaker than initially
anticipated, resulting in a Moody's-adjusted leverage above 3.5x in
2022. Furthermore, the negative outlook also reflects the company's
higher than expected negative free cash flow generation 2021,
although Moody's forecasts some improvement in 2022.

In the first half of 2022 the company's profitability was strained
due to cost inflation and high energy prices. The latter has
significantly affected the company's manufacturing costs in Europe.
As a result, Moody´s adjusted EBITDA decreased to EUR149 million
in the last twelve months ended June 2022 from EUR163 million in
FY2021, and leverage, measured as Moody's adjusted debt/EBITDA,
increased to 3.8x from 3.6x in 2021.

Moody's now forecast that Huvepharma will continue to grow its
sales at a low double-digit annual rate in 2022, and high
single-digit thereafter, with its Moody's adjusted EBITDA margin
remaining below 25% for the next 18 months before possibly
strengthening thereafter.

Moody's now anticipates that free cash flow (FCF) generation will
be largely neutral in 2022, and constrained due to the weaker
operating performance and margins; higher working capital
consumption, stemming from inventory buildup to support the
company's growth strategy; and project-related capital investments
aimed at improving profitability through sustainable energy
projects. Nevertheless, it will be supported by no additional
dividend payments this year. However, revenue growth and a gradual
improvement in profitability should improve cash flow generation in
2023 and Moody's expects FCF to turn moderately positive
notwithstanding the still high capital spending of around EUR90
million.

Overall, Moody's expects that leverage will reach 3.7x in fiscal
year 2022 due to the increased investments in several renewable
energy projects that are aimed at reducing future production cost
coupled with additional drawings on its RCF to support its FCF
outflow. The rating agency now anticipates that Moody's adjusted
leverage will only begin to fall again in 2023 thereby leaving the
company weakly positioned in the Ba2 rating category.

Despite these challenges, Huvepharma's credit profile continues to
be supported by the company's strong positions in key niche
segments in the growing animal health market; its geographical
diversification; and sustained track-record of continuous growth.
However, the rating also reflects Huvepharma's small size compared
with peers and the lack of diversification into the companion
animal segment.

STRUCTURAL CONSIDERATIONS

The Ba3-PD PDR reflects a higher-than-average family recovery rate
(65%), given the presence of an all-bank debt capital structure.

LIQUIDITY

Huvepharma's liquidity is adequate, supported by EUR29 million of
cash on its balance sheet, and access to an EUR270 million RCF,
which was increased from EUR170MM in March 2022, of which EUR155
million was drawn as of September 2022. The company has relatively
few debt maturities through year-end 2024. Moody´s anticipates
that the company will continue to maintain drawings under the RCF.

Moody's notes, however, that liquidity has been constrained during
the last twelve months due to weaker operating performance and a
higher working capital absorption owing to an inventory buildup and
resulting in negative FCF generation in 2021. Headroom under the
covenant of senior net leverage has tightened.

RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook reflects Moody's expectation that the
company's operating performance will be weaker than initially
anticipated due to cost pressures and resulting in high leverage
for the rating category.

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

Given the negative outlook an upgrade is currently unlikely.
Positive pressure on the rating could emerge if the Company would
significantly increase its scale and demonstrate a recovery in
operational performance, reduce its adjusted gross debt/EBITDA
towards 2.0x on a sustained basis, and maintain a strong liquidity
profile and positive FCF, with FCF/debt above 10%.

A sustained deterioration in the company's operating margins
resulting in leverage at the current levels on a sustainable basis
could result in a rating downgrade. The rating could also come
under negative pressure in case of a weakening in the company's
liquidity profile or a more aggressive financial policy or
increased shareholders distributions.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Huvepharma International BV is a vertically integrated developer,
manufacturer and distributor of a wide range of health products for
livestock. The company sells its products in more than 100
countries, with Europe and North America being its key markets. In
the 12 months ended June 30, 2022, the company generated EUR660
million of revenue and EUR149 million Moody's adjusted EBITDA.


IGNITION TOPCO: S&P Affirms 'B-' ICR & Alters Outlook to Negative
-----------------------------------------------------------------
S&P Global Ratings revised to negative from stable the outlook on
Ignition Topco BV, the parent of IGM Resins, and affirmed the 'B-'
long-term issuer credit rating.

The negative outlook reflects the potential for a lower rating over
the next 12 months if IGM Resin's anticipated operating
improvements do not materialize, pushing the rebound in earnings
and cash flow past end-2023 and potentially creating an
unsustainable capital structure.

Netherlands-based IGM Resins, manufacturer and supplier of UV
curable materials, demonstrated weaker-than-expected sales and cash
flow between January and August this year, reflecting the delayed
ramp-up of the Anqing plant, increased competition from Chinese
players, and higher costs.

S&P said, "The negative outlook reflects our expectation of
elevated leverage throughout 2022 and 2023 because of a slow
pick-up in demand. Over January-August 2022, the group's sales
volume across all segments decreased 14% and significantly high
one-off costs heavily affected profitability. Consequently, IGM
Resins' EBITDA margin (adjusted to include one off items) had
declined by nearly 5.6% to 11.2% in at end-August 2022. Although we
expect gradual improvement in volume toward year-end, persisting
economic challenges in the U.S. and Europe (combined, represented
65% of 2021 total sales) cloud demand prospects. As a result, our
revised forecast points to S&P Global Ratings-adjusted EBITDA of
EUR29 million-EUR34 million in 2022--significantly below 2021's
level of EUR41 million--before recovering to EUR42 million–EUR47
million in 2023. Based on adjusted debt of EUR380 million–EUR385
million in both 2022 and 2023, the adjusted debt-to-EBITDA ratio
should reach about 12.0x (including five months of contributions
from Litian) in 2022, before declining to 8.0x–9.0x in 2023. This
represents a material departure from our previous leverage forecast
of below 6.0x for the same period.

"In our view, IGM Resins will continue to benefit from positive
trends in the UV curing materials market.Recent weak volume growth
stems primarily from stringent environmental regulation in China
affecting raw material supply and the finalization of the new
Anqing site, as well as China's COVID-zero policy. The
Photoinitiators (PI) segment in particular experienced a
significant decline in volume growth due to raw material shortages,
lower production of specialty PI because of Anqing ramp-up delays,
and lower demand in China due to the lockdown in Shanghai. The
Energy Curing Resins (ECR) segment experienced transportation
issues in the first half of the year that, alongside lower demand,
hit volume growth before moderate improvements materialized in
August 2022. These developments, amid increased input costs and
extended high energy prices, weakened the competitiveness of IGM
Resins' products, particularly in the Western region. Nevertheless,
we understand from management that customers in IGM Resins' Western
region appear willing to pay premium prices for sourcing stability
and shortened supply chains." Considering that Ignition holds
almost 50% of the global PI market, its leading position makes it
well placed to benefit from this sourcing trend. Strategically,
this should also support Mortara facilities given its location
(Italy) and primary focus on the PI segment despite a relative cost
differential. Underlying demand in the UV curing market continues
to benefit from the substitution trend from the less
environmentally sensitive solvent based materials to UV curable
ones in the coatings and inks industry, relatively low market
penetration, and significant exposure to defensive end markets such
as food and pharmaceutical packaging. These trends should sustain
demand under current weaker macroeconomy. Moreover, with the recent
acquisition of Litian, the company will benefit from backward
integration, reducing reliance on third-party suppliers and
supporting profitability. That said, synergies may only be fully
realized in 2024.

Liquidity remains adequate for now but could become strained when
the revolving credit facility (RCF) matures and if cash flow
generation remained negativeThe company burned cash through August
2022, with negative free cash flow (including cost of debt) of
around EUR38 million. This was mainly due to lower profitability,
high capital expenditure (capex) to complete the new site in
Anqing, significant negative working capital outflows, and one-off
restructuring costs that are cash in nature. As of end-September
2022, the company has a EUR44 million cash balance and EUR30
million available under its RCF with no material upcoming
maturities, which support the company's adequate liquidity
position. S&P said, "We note that the RCF comes due in July 2024
and the term loan B in July 2025. Moreover, the company's greater
focus on working capital management, anticipated one-off payment
from the Chinese government related to the Haimen plant closure,
and the outstanding equity injection from the sponsor for Litian's
acquisition (remaining payment of EUR18.3 million will be due in
early 2023) will likely enable the group to maintain sufficient
liquidity in the near term. We now forecast negative FOCF of EUR30
million–EUR40 million in 2022 and negligible in 2023 as
profitability improves and capex related to Anqing falls."

S&P said, "Nevertheless, we cannot rule out further deleveraging
risks related to the company's limited scale, energy supply shocks,
or economic uncertainty.With a modest number of production plants
(Italy, China, and the U.S.), IGM Resins is exposed to regional
event risks such as a significant reduction in gas supply in
Europe. Moreover, IGM Resins' relatively small size and exposure to
more cyclical end markets--including industrial coatings,
adhesives, and electronics--make its credit metrics more sensitive
to underperformance than larger chemical players. This, combined
with a track record of high one-off costs that could reoccur during
weak economic times, may jeopardize the deleveraging trend and
exacerbate refinancing risks in 2024. Although there is currently
no explicit sponsor support in place to address re-leveraging and
refinancing risks, we view recent 100% equity funded of Litian's
acquisition as a supportive measure from financial sponsor."

The negative outlook reflects the potential for a lower rating over
the next 12 months if anticipated operating improvements do not
materialize, delaying a rebound in earnings and cash flow until the
end of 2023 and potentially leading to an unsustainable capital
structure.

Downside scenario

S&P could lower the rating if IGM Resins' operating prospects
remain weak, and it does not see a path for leverage to decline
significantly. Rating pressure would also stem from FOCF remaining
meaningfully negative, resulting in an unsustainable capital
structure.

Upside scenario

S&P said, "We could revise the outlook to stable if we believe IGM
Resins were on track to reduce leverage below 8.0x and liquidity
remained adequate with improving cash flow prospects. A stable
outlook would also hinge on IGM Resins maintaining adequate
headroom under the springing covenant on its RCF. Additionally, we
would expect IGM Resins' financial policy, especially on
shareholder distributions, acquisitions, and capex, to continue
supporting the current rating."

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

S&P said, "Environmental factors are an overall neutral
consideration in our credit rating analysis of Ignition Topco BV.
As a specialty chemicals producer focusing on photo-initiator
products for UV coatings and inks, IGM Resins has good medium- to
long-term growth potential. This reflects UV curing products'
better performance and more environmentally friendly properties
compared to traditional coatings and printing inks. However, IGM
Resins is exposed to price competition with low-cost Asian players.
Governance is a moderately negative consideration, as with most
rated entities owned by private-equity sponsors. We believe the
company's highly leveraged financial risk profile points to
corporate decision-making that prioritizes the interests of the
controlling owners. This also reflects generally finite holding
periods and a focus on maximizing shareholder returns."




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

GML LTD: Dec. 6 Auction Set for Benelux Trademarks
--------------------------------------------------
The Benelux trademarks of eighteen Russian state-owned vodka
brands, including Stolichnaya and Moskovskaya, will be the subject
of a live auction on Tuesday, December 6, 2022, in The Netherlands.
The trademarks were seized by the former Yukos majority
shareholders to enforce their more than $58 billion damage claim
against the Russian Federation for the illegal, politically
motivated expropriation of the Russian oil giant in 2003.

GML, through its wholly owned subsidiaries, Yukos Universal Limited
and Hulley Enterprises Limited, together with Veteran Petroleum
Limited were the majority shareholders of the former Yukos Oil
Company.  Around the turn of the century, Yukos Oil had grown into
the largest and most successful oil company in Russia.  But when
its reform-minded CEO, Mikhail Khodorkovsky, exposed government
corruption in 2003, Yukos was intentionally bankrupted by the
Kremlin and Khodorkovsky sent to prison in Siberia after a show
trial.

In 2014, the independent Arbitral Tribunal at the Peace Palace in
The Hague unanimously agreed that "The Russian authorities were
conducting a ruthless campaign to destroy Yukos, appropriate its
assets and eliminate Mr. Khodorkovsky as a political opponent" and
awarded its former majority shareholders more than $50 billion in
compensation. The Hague Court of Appeal upheld the Awards in
February of 2020 and declared that it was immediately enforceable.
The Dutch Supreme Court affirmed the substance of that ruling in
November of 2021, referring a minor part of the case to the
Amsterdam Court of Appeal on a procedural ground.

To date, the Russian Federation has refused to comply with the
Awards and never responded to invitations to explore a settlement.
This leaves the former shareholders no other option but to enforce
the Awards by seizing the Russian Federation's assets.

The Dutch Court of Appeal in The Hague approved the seizure of the
Benelux trademarks by the former Yukos majority shareholders this
past June.  The seizure refers to eighteen Benelux trademarks (and
international trademarks to the extent they apply to the Benelux
region) held by FKP Sojuzplodoimport (FKPS) on behalf of the
Russian Federation.  These include trademarks for the iconic vodka
brands Stolichnaya and Moskovskaya.

The auction will be held by Equilibristen Baillifs on Tuesday,
December 6, 2022, starting at 2:00 p.m. in Nieuwspoort,
Bezuidenhoutseweg 67 in The Hague.  The trademarks and related
copyrights will be auctioned in one lot.  Admission is subject to
the discretion of the bailiff and will only be granted to parties
that have registered in accordance with the auction conditions and
paid the required deposit by December 1, 2022.  The auction
conditions state that a deposit of EUR250,000 is required for
participation in the auction.  Prior accreditation is required for
journalists.  For more information and accreditation, please visit
www.equilibristen.nl/auctions.

For information on the background to this auction and the
creditors, please refer to GML Limited: http://www/gmllimited.com.

For further information on the auction conditions, please contact:

  Equilibristen Bailiffs (Mr. G. Bakker)
  Kuipershaven 25, 3311 AL Dordrecht
  0031-78-7110822, 0031-611950954
  info@equilibristen.nl

Auction address:

  Nieuwspoort
  Bezuidenhoutseweg 67
  2594 AC Den Haag


RAVNAQ BANK: S&P Lowers LT ICRs to 'CCC-', Outlook Negative
-----------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Ravnaq Bank to 'CCC-' from 'CCC+'. The outlook is negative.

The highly concentrated funding base and challenging operating
environment exposes Ravnaq to elevated liquidity risk in the next
six months.Our downgrade reflects increased risk of potential
liquidity stress due to the rising risk of regulatory intervention.
The bank's highly concentrated deposit base and lingering asset
quality problems add to risks. As of Sept. 1, 2022, the top 20
customer funds made up almost 50% of Ravnaq's total deposits, which
accentuates liquidity risks and the likelihood of breaching minimum
liquidity requirements should the bank fail to maintain or replace
these large funds during times of stress.

Liquidity buffers are currently sufficient to service Ravnaq's
needs, but they might deplete shortly in case of deposit outflows,
absent extraordinary support from owners. S&P said, "Based on
reported financial data under Uzbekistani generally accepted
accounting principles, we understand that liquid assets comprised
about 35% of total assets and covered about 60% of short-term
liabilities or 43% of customer deposits as of Oct. 1, 2022.
However, we think the liquidity cushion could weaken rapidly in
case of potential deposit run-off should the bank's owners fail to
extend timely liquidity support. In our view, the risk of deposit
run-off has rapidly risen after the license revocation from two
commercial banks in Uzbekistan, which could affect depositor
sentiment due to crises of confidence. We consider the retail
deposit insurance scheme in Uzbekistan as a partial risk-mitigating
factor for the stability of its retail deposits (37% of total
deposits on Oct. 1, 2022)."

Structural deterioration of the loan book is impairing Ravnaq's
business viability and liquidity position. Ravnaq's nonperforming
loan (NPL) ratio increased to 72% as of Oct. 1, 2022 from 52% as of
June 1, 2022, primarily due to the redemption of performing loans
in the absence of new issuances as the bank tried to improve its
liquidity. The amount of performing loans during this period
decreased by Uzbekistani sum (UZS) 120 billion to UZS105 billion.
This increased the bank's pre-provision losses as demonstrated by
its 132% cost-to-income ratio. In our view, the prospects of
raising additional cash through repossession of underlying
collateral is low since the workout period is usually lengthy,
especially during macroeconomic crises when real estate prices
weaken. Provision coverage of NPLs is only 1% as of Oct. 1, 2022,
as per local accounting standards.

Ravnaq will struggle to meet potential new minimum shareholder
equity requirements. The Central Bank of Uzbekistan is planning to
tighten requirements for minimum shareholder capital levels for
commercial banks, settling it at UZS200 billion by Sept. 1, 2023,
and UZS500 billion by Jan. 1, 2025. Ravnaq's shareholder capital
currently stands at UZS100 billion. The bank is planning to
increase capital gradually over the next year via shareholder
support.

Business model sensitivity to macroeconomic turbulence could
further limit Ravnaq's revenue and capital generation capacity. S&P
said, "We anticipate Ravnaq will post net losses in 2022-2023,
given the increased vulnerability of the bank's business model to
macroeconomic challenges, unless we see substantial improvement in
asset quality and the resumption of lending. Expected losses will
likely deplete Ravnaq's capital buffer, probably requiring
shareholder support to meet regulatory capital requirements."

S&P said, "The negative outlook reflects our view that Ravnaq's
status as a going concern could be at risk over the next six months
absent unanticipated, significant favorable changes to the bank's
circumstances or support from shareholders. The bank's very weak
asset quality and highly concentrated funding base leaves Ravnaq
highly vulnerable to liquidity stress or the breach of regulatory
requirements and subsequent regulatory action.

"We could lower the ratings over the next six months in case of
substantial liquidity shortfalls, with the risk of default
indicated by a clear breach of regulatory ratios, in the event it
is not fully mitigated by shareholder support in a timely manner.

"We could consider a positive rating action if the bank manages to
reverse the current negative trend so that the risk of the breach
of minimum regulatory requirements lessens. This would hinge on the
bank resuming business without hampering its liquidity, cleaning
its balance sheet, and substantially increasing its capital base,
thus ensuring the sustainability of its franchise over the medium
term."

Environmental, Social, And Governance

ESG credit indicators: To E-2, S-2, G-5 From E-2, S-2, G-4

S&P said, "We view governance standards in the bank as weaker than
the sector average, leading to the accumulation of NPLs to a very
high level and the slow workout of problem loans.

"In our view, governance factors negatively differentiate Ravnaq
Bank from other rated banks in Uzbekistan. This reflects repeated
breaches of regulatory requirements to capital and liquidity over
the past year and more aggressive risk-management standards."




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

ELVIS UK MIDCO: Moody's Withdraws 'B1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service has withdrawn the B1 corporate family
rating and the B1-PD probability of default rating of Elvis UK
MidCo Limited ("RB Iberia" or "the company"), the parent company of
Restaurant Brands Iberia S.A. Concurrently, Moody's has also
withdrawn the B1 ratings on Elvis UK HoldCo Limited's EUR538
million guaranteed senior secured term loan B due October 2028 and
on the EUR150 million guaranteed senior secured revolving credit
facility due October 2027. The stable outlook for both entities has
been withdrawn.

RATINGS RATIONALE

Moody's has decided to withdraw the ratings for its own business
reasons.

COMPANY PROFILE

Headquartered in Madrid, RB Iberia is one of the leading quick
service restaurant companies in Spain. The company is the master
franchisee of the Burger King brand in Spain, Portugal, Gibraltar
and Andorra, as well as of the Popeyes and Tim Hortons brands in
Spain. As of December 2021, RB Iberia operated a network of 584
restaurants, including 525 Burger King restaurants in Spain and 23
in Portugal, 32 Popeyes restaurants and 4 coffee shops under the
Tim Hortons brand, complemented by 506 franchised restaurants,
mostly under the Burger King brand. In 2021, the company generated
management-reported revenue and EBITDA of EUR620 million and EUR104
million, respectively. The company is 71.0% owned by funds managed
by Cinven, 18.4% by the founding family and 10.6% by 1011778 B.C.
Unlimited Liability Company via Burger King Europe GmbH.




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

ALEXANDER DAVID: Nov. 15 Client Money Claims Bar Date Set
---------------------------------------------------------
Clients of Alexander David Securities Limited (In Liquidation),
authorized and regulated by the Financial Conduct Authority are
notified that the High Court of Justice has approved a Distribution
Plan for the distribution of funds held by the Company for its
clients.  The order approving the Distribution Plan was made on
September 30, 2022, on the application
of the Joint Liquidators of the Company, Shane Crooks, Malcolm
Cohen and Emma Sayers.  The Joint Liquidators have set a bar date
of November 15, 2022, for clients of the Company to submit a Client
Money Claim in relation to funds received by the Company as client
money.  Any person who may have an interest in client money held by
the Company should contact the Liquidators immediately for more
information in relation to their claim and future distributions
using the following contact details Catherine Werner via email at
ADSLclients@bdo.co.uk

The Company's postal address is:

  55 Baker Street
  London W1U 7EU

The Company's principal trading address is:

  49 Queen Victoria Street
  London, EC4N 4SA


ASTON MARTIN: S&P Upgrades ICR to 'CCC+', Off CreditWatch Positive
------------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
U.K.-based luxury sports car manufacturer Aston Martin Holdings
(UK) and the issue rating on the first-lien notes to 'CCC+' from
'CCC', and the issue rating on the second-lien notes to 'CCC-' from
'CC'. S&P removed all the ratings from CreditWatch, where it placed
them with positive implications on July 21, 2022.

The stable outlook reflects S&P's view that demand for Aston
Martin's vehicles is likely to remain, despite the deterioration of
economic fundamentals that it forecasts in some of its key markets.
S&P therefore expects Aston Martin's sales volumes to grow,
resulting in improving revenues and profitability.

Aston Martin has completed the tender process to repurchase some of
its outstanding debt, and there may be further debt reductions to
come. The company repurchased $40.28 million of its outstanding
senior secured notes and $143.79 million of its outstanding
second-lien notes through a tender process in October 2022. The
senior secured notes repurchase was completed at par--the minimum
price --and the second-lien notes were tendered at various prices,
and a minimum price set at 5% above par. As result, S&P expects S&P
Global Ratings-adjusted debt to reduce from about GBP1.28 billion
in 2021 to roughly GBP1.14 billion this year. The company also
repaid GBP68.5 million of the drawn revolving credit facility (RCF)
using the proceeds. Cash interest costs are expected to reduce by
about GBP15 million per year following the tender completion.

In addition, Aston Martin has stated that it intends to use up to
50% of the proceeds received through the equity placement and right
issues completed earlier this year to reduce its debt levels, and
so S&P anticipates that there could be further debt repurchase
programs, although we do not forecast any reduction at this stage
in the absence of a firm commitment.

Cash balances have strengthened and support Aston Martin's ability
to withstand any potential operational setbacks. S&P said, "We
anticipate Aston Martin will have about GBP500 million of cash on
the balance sheet at the end of 2022. The company's cash burn has
historically been significant because it spends on R&D for new
model rollouts and technological improvements on its vehicles. We
expect this rate to continue as production of its key models ramps
up and the production of the Valkyrie vehicle continues into 2023.
In the first half of 2022, Aston Martin spent near to GBP260
million of cash, and so we expect the increased liquidity will
support the spend over the remaining quarters. Macroeconomic
conditions remain volatile, and so the increased liquidity will
allow Aston Martin to navigate through a challenging operating
environment that has been negatively affected by the Russia-Ukraine
conflict, COVID-19 lockdowns in China, and continued supply chain
and logistics disruptions. In our current base case, we anticipate
that the company will have sufficient liquidity for at least the
next 12 months to continue investing in R&D for upcoming new model
releases, and to fund its capex requirements and still very high
interest burden."

S&P said, "Although supply side risks remain, we think that Aston
Martin's operational performance will continue to improve slightly
as volumes should rise.Demand for Aston Martin's vehicles remains
strong, which should support its ability to increase wholesale
volumes near to 6,500 in 2022 and higher in 2023, up from 6,178
vehicles last year. However, supply side constraints have delayed
the completion on a number of vehicles over the year. Working
capital outflows in the first half of 2022 were high, at about
GBP67 million, driven by increased inventory levels, including a
significant number of DBX707 cars awaiting final assembly parts to
be sent to dealerships, and we do not expect the situation to ease
significantly in the second half of the year." Although less
affected than some larger automotive original equipment
manufacturers (OEMs) by the semiconductor chip shortages in the
industry, supply chain bottlenecks continue to be a risk lingering
on production.

The increase in volumes should see revenues rise above GBP1.1
billion in 2022 and edge higher in 2023, as the company will also
benefit slightly from an increase in the average selling price of
its vehicles. Reported EBITDA margins are forecast to rise to above
15% in 2022 and remain stable in 2023, from 12.6% in 2021. After
taking into account capitalized R&D costs, which S&P expects to be
near GBP180 million this year and next year, it forecasts adjusted
EBITDA to be only marginally positive in 2022 and slightly higher
next year.

Credit metrics, although showing signs of improvement, remain
nonmeaningful given that adjusted profitability remains low.
Leverage is very high, and funds from operations (FFO) cash
interest coverage is a rating constraint. S&P said, "We expect that
Aston Martin's free operating cash flow (FOCF) generation will
remain deeply negative this year, up to GBP300 million, and still
more than GBP200 million in 2023 due to continued high capex and
interest costs. At this stage, we also do not expect FOCF to be
positive in 2024."

S&P said, "The stable outlook reflects our view that, despite
tougher macro conditions globally, Aston Martin's liquidity should
enable the company to deliver on its healthy order book and
increase its sales volume, revenues, and profitability.
Furthermore, credit metrics should improve given management's
intent to further reduce outstanding debt.

"We could lower the ratings if supply side constraints
significantly affected Aston Martin's ability to increase its
volumes, resulting in weakened revenue and EBITDA projections, or
if liquidity started to come under pressure through high cash burn,
leading to an increased likelihood of a default or payment crisis
over the following 12-month period.

"We could consider an upgrade if the group's revenues and EBITDA
grew strongly, leading to a significant and sustained improvement
in its key credit metrics, including FFO cash interest coverage
trending sustainably toward 2x, as well as if FOCF turned positive
on a prolonged basis."

ESG credit indicators: E-3, S-2, G-5

Governance factors are a very negative consideration in S&P's
credit rating analysis of Aston Martin. This reflects significant
deviations from business plans in past years. Multiple liquidity
injections have been required to bolster the balance sheet.
Finally, there have been significant changes in the management team
in recent years and the current team is still establishing a track
record with regard to sustainably turning around operations.

Environmental credit factors are a moderately negative
consideration, because the auto industry must comply with
increasingly stringent greenhouse gas regulations. The company
launched its Rapide E model in 2019 as its first electric model,
but the program was paused in January 2020. However, with the
signing of the strategic technology agreement with Mercedes-Benz AG
in October 2020 providing access to hybrid and electric vehicle
powertrain technology, electrification plans are once again
underway. The company expects all new Aston Martin vehicles to have
an electrified powertrain option, either hybrid or battery
electric, from 2025-2026 and over 90% of its global portfolio to be
electrified or battery electric by 2030.


BULB ENERGY: UK Gov't. Nears Octopus Energy Acquisition Deal
------------------------------------------------------------
Lucca de Paoli, Todd Gillespie and Ellen Milligan at Bloomberg News
report that the UK government is close to a deal that will see
Octopus Energy Ltd. acquire Bulb Energy Ltd., which went bust last
November, as soon this week, according to two people familiar with
the matter.

Octopus, which already has more than 2 million customers, will
become the UK's third largest energy supplier after adding Bulb's
roughly 1.5 million households, Bloomberg states.  The combined
numbers could see it rival the market share of Centrica Plc's
British Gas and EON SE, Bloomberg notes.

Bulb collapsed when wholesale prices spiked above the regulator's
price cap, forcing it to sell energy at a loss, Bloomberg recounts.
The government stepped in and appointed Teneo Inc. to run the
company with taxpayer money until a buyer could be found, Bloomberg
relays.  The Office for Budget Responsibility had estimated a
GBP2.2 billion cost over two years, with that likely to be recouped
through levies on consumer bills, Bloomberg discloses.

"The Special Administrator of Bulb is required by law to keep costs
as low as possible," Bloomberg quotes a government spokesperson as
saying by email. "We continue to engage closely with them to ensure
maximum value for money for taxpayers."

The deal may involve the UK paying Octopus to cover the costs of
Bulb, after the utility asked the government for GBP1 billion to
cover costs incurred from volatile energy prices, according to
Bloomberg.

The sale will likely be completed in mid-November, following a
court hearing on the administration process, one of the people
said, Bloomberg notes.

The UK hasn't allowed Bulb's administrators to buy power and gas
far in advance because of the liability to the government's balance
sheet from soaring prices, Bloomberg discloses.


ENQUEST PLC: Moody's Upgrades CFR to B2 & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service has upgraded EnQuest plc's corporate
family rating to B2 from B3 on review with direction uncertain, as
well as the probability of default rating to B2-PD from B3-PD on
review with direction uncertain. Concurrently, Moody's confirmed
the Caa1 instrument rating of the existing backed senior unsecured
high yield notes due 2023, which will be withdrawn when the
obligation is no longer outstanding, while no action was taken on
the B3 instrument rating previously assigned to the new backed
senior unsecured bond issuance due November 2027. The outlook has
changed to stable from ratings under review.

This concludes the review with direction uncertain initiated by
Moody's on October 10, 2022.

RATINGS RATIONALE

The action reflects EnQuest's improved liquidity position following
the successful refinancing of the high-yield notes due October
2023, along with the expected progressive strengthening in the
company's financial metrics over the next 12-18 months under
Moody's base case scenario.

On October 13, 2022, EnQuest announced the successful refinancing
of its existing outstanding $792.3 million senior notes due October
2023[1], which will be repaid in full with (i) proceeds of the new
5-year, high yield bond issue of $305 million, (ii) drawings of
$400 million under the amended and restated Reserve Base Lending
facility (RBL) maturing in April 2027 and (iii) around $90 million
of available cash. The transaction removes substantial refinancing
risk and improves EnQuest's liquidity position by spreading the
company's debt maturities through 2027.

Moody's base case scenario assumes stable production at around 48
thousand barrels of oil equivalent (boe) per day, average oil
prices of $75/bbl for the remainder of 2022 and for 2023 and unit
OPEx of $20-$22/boe. Accordingly, EnQuest should generate
Moody's-adjusted EBITDA of $800 million annually in 2022 and 2023,
as well as Free Cash Flow (FCF) of $300 million and $200 million
respectively despite rising cash outflows for abandonment costs,
capex and tax payments related to the recently-introduced Energy
Profits Levy. Assuming that positive FCF generation is primarily
deployed towards progressive reimbursement of RBL drawings, Moody's
projects key credit metrics to improve to levels commensurate with
a B2 CFR, including gross debt to EBITDA declining to 2.3x by
year-end 2022 and remaining within a 1.7x – 2.0x range in the
medium term compared to 3.4x as at year-end 2021.

Moody's acknowledges that EnQuest's financial performance will
continue to be influenced by industry cycles as well as by
consequences arising from global initiatives to limit adverse
effects from climate change, such as the gradual constraint in the
use of hydrocarbons and the acceleration in the shift to less
environmentally damaging energy sources. Once these initiatives
begin to change the trajectory of future oil and gas demand,
Moody's expects EnQuest's future profitability and cash flow to be
lower at future cyclical peaks and worse at future cyclical
troughs. Nevertheless, the rating agency also expects this shift to
occur over a period of decades and that global oil demand will
continue to grow through at least the latter half of the 2030's,
thus limiting to some extent the impact of these risks to EnQuest's
credit profile in the short to medium term.

ESG CONSIDERATIONS

Environmental considerations incorporated into Moody's assessment
of EnQuest's credit profile primarily relate to increasing
regulatory risks facing upstream companies as the world moves
towards cleaner energy mix, in particular as far as carbon
emissions are concerned. By the end of 2021, EnQuest had achieved a
44% reduction in emission compared to the North Sea Transition Deal
(NSTD) 2018 baseline, moving closer to the NSTD target of reducing
emissions by 50% by 2030. Environmental considerations also extend
to the management of decommissioning liabilities. Despite the
significant uncertainties relating to the estimated costs for
decommissioning, Moody's expects EnQuest's annual cash costs
associated with asset retirement obligations to rise compared to
historical levels albeit without impairing the company's cash
generating capacity overall.

LIQUIDITY

EnQuest's liquidity profile is adequate. Under Moody's base case,
the company's cashflow generation is projected to cover all funding
needs over the next 12-18 months. EnQuest's first debt maturity
over this period will be the redemption of the outstanding 7%
senior unsecured retail notes in October 2023, which Moody's
expects the company to fund out of FCF generation and available
cash balances.

The company has access to an amended and restated $500 million RBL
(including $75 million letter of credit-sublimit) which is
projected to be largely drawn at closing. The RBL contains a net
leverage covenant (set at 3.5x) and a liquidity covenant testing
the company's sufficiency of funds for the next 24 months. Moody's
expects EnQuest to retain sufficient headroom under both
covenants.

STRUCTURAL CONSIDERATIONS

The B3 rating of the $305 million senior unsecured notes is one
notch below EnQuest's B2 corporate family rating, reflecting the
substantial amount of secured liabilities ranking ahead of the
senior notes represented by drawings under the RBL and trade
payables.

RATINGS OUTLOOK

The stable outlook reflects Moody's expectation of a progressive
strengthening in EnQuest's key credit metrics supported by stable
production volumes, retention of a sustainable cost structure and
positive free cash flow generation. Moody's also expects the
company to continue to conservatively manage its balance sheet,
prioritizing debt reduction so as to keep its leverage comfortably
within the guidance for a B2 rating.

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

Although further positive pressure is unlikely to arise in the
short to medium-term, EnQuest's ratings could be upgraded if:

-- Production increases sustainably above 70 kbpd

-- Retained Cash Flow (RCF) to gross debt consistently exceeds 45%
in a $60/bbl oil price scenario

-- Moody's-adjusted gross debt to average daily production
declines towards $25,000/barrel and

-- Liquidity continues to strengthen, supported by positive FCF
generation

Conversely, the ratings could come under pressure if:

-- Gross leverage remains in excess of $35,000/barrel for a
prolonged period of time

-- RCF to debt declines below 20% on a sustained basis or

-- Liquidity deteriorated or FCF generation turned negative as a
result of a decline in oil prices

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Independent
Exploration and Production published in August 2022.


HONG KONG AIRLINES: 2nd Debt Restructuring Hearing in UK Next Month
-------------------------------------------------------------------
South China Morning Post reports that Hong Kong Airlines will face
a second hearing in a British court next month on its US$6.2
billion debt restructuring plan, as the carrier's path back to
profits was waylaid by the travel slump during the Covid-19
pandemic and a 65 per cent slash in headcount.

The Post relates that an ad hoc group of bondholders with 40 per
cent of the voting rights on HK$6.6 billion (US$841 million) of
perpetual notes will hold a vote on the debt workout plan by the
airline, a unit under the former serial asset buyer HNA Group,
which went bankrupt in 2021. They are likely to reject the plan at
a creditors' meeting on November 25, according to people familiar
with the matter. The High Court of Justice of England and Wales is
due to hear the matter separately late next month.

The crux of the dispute is the plan by Hong Kong Airlines to
separate its creditors into three groups, comprising unsecured
creditors, critical lessors, and holders of the perpetual bonds,
according to documents seen by the South China Morning Post.

Under the proposal, the perpetual bondholders will receive an
upfront payment equivalent to 2.5 per cent of the outstanding
principal amount of the notes, a non-discretionary
performance-linked distribution amount and later annual
distributions "solely at the election of the issuer," the Post
discloses. The airline also proposed a drastic haircut, slashing
the principal amount of the notes from US$683 million to US$100
million.

In an October 25 hearing, the bondholders argued that the
segregation placed them in an unfavourable position, the Post
says.

The recovery rate is too low, said one bondholder who declined to
be named, saying that his firm will vote against the proposal while
discussing with other bondholders to further negotiate with the
airline, the Post relates.

The outstanding amount of the perpetual bonds issued under a
special purpose vehicle Blue Skyview Company, ballooned to HK$6.6
billion including interest, from an original issuance amount of
US$683 million. The jump came after the carrier deferred payments,
resulting in a hike in interest rate by five percentage points to
12.125 per cent in 2020.

"The restructuring of the Company is still in progress. Since the
related negotiation is subject to commercial sensitivity, the
Company is not in a position to disclose details at this stage,"
Hong Kong Airlines said in an emailed reply to the Post.

According to the Post, Hong Kong Airlines has suffered from the
pause of lending and recalls of certain loans made to the carrier
in recent years, after HNA Group was embroiled in a debt crisis.
The carrier was also hit hard by the social unrest in Hong Kong
since 2019 and later the coronavirus pandemic which had grounded
global carriers.

The saga is clouding one of the few major airlines in the city, an
aviation hub in Asia, the Post states. The debt restructuring could
give a hint on the future direction of a Hong Kong-based carrier,
after its controlling shareholder HNA Group's bankruptcy
restructuring had placed the control of HNA's core airline assets
to steel and commercial conglomerate Fangda Group.

The UK hearing is not the carrier's sole battlefront, the Post
notes. It faces a hearing on October 31 at the High Court of Hong
Kong, where the Irish aircraft leasing company Stellar Aircraft
Holding has petitioned to wind up Hong Kong Airlines pending since
March.

Hong Kong Airlines' operating revenue had plummeted 85.3 per cent
to around HK$1.26 billion for the period between February 2020 to
January 2021 from the same period a year earlier, according to a
letter provided to creditors earlier this month seen by the Post.
Its workforce was downsized by more than 65 per cent to 1,224
between January 2020 to April 2022.

The airline had HK$49 billion of debt as of December 31, 2021, with
around 46 per cent, or HK$22.5 billion, owed to financial and
operating lessors of aircraft and aviation parts, the largest group
of creditors, the Post discloses. Its 13.4 per cent indebtedness or
HK$6.56 billion was owed to holders of the perpetual bonds.

HNA Aviation and other unnamed joint venture partners are investing
HK$3 billion in exchange for the issuance of new ordinary shares in
the carrier, which will represent at least 94 per cent of the
issued shares of Hong Kong Airlines, as part of the broader
restructuring, the Post adds.

Hong Kong Airlines was founded in 2007. It offers passenger and
cargo services. It is the third biggest carrier based in Hong Kong.

RICHMOND UK: S&P Lowers ICR to 'CCC+' on Refinancing Risk
---------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
U.K.-based holiday parks operator Richmond UK Holdco Ltd.,
operating under the brand name Parkdean Resorts (PdR), to 'CCC+'
from 'B-'. S&P also lowered the issue rating on PdR's first-lien
debt to 'B-' from 'B'.

The negative outlook reflects the refinancing risk associated with
upcoming debt maturities of the RCF (March 2023) and first-lien
debt (March 2024) amid a tough U.K. macro environment, which has
already caused material deterioration to PdR's operating
performance in 2022.

Rising cost inflation and interest rates have weakened consumer
confidence and led to reduced demand for PdR's holiday home sales
segment, with demand unlikely to fully recover till 2025. PdR's
overall revenue in July and August 2022 was about 10% below that of
management's budget expectations, at GBP166 million. These months
form part of the group's peak summer trading, and are therefore
high EBITDA generators. The weaker revenue, along with the
inflationary cost environment, resulted in S&P Global
Ratings-adjusted EBITDA for these two months dropping by 30% to
GBP60.5 million compared with management's forecast. Therefore, S&P
expects the group's 2023 EBITDA to be about GBP100 million-GBP110
million, compared with its previous expectations of GBP145 million.
S&P expects leverage to deteriorate to about 10x-11x in 2022, which
it considers an unsustainable capital structure. The group incurred
material growth capital expenditure (capex) in the first half of
the year (that is, before the peak trading season), which, combined
with weak trading, translates into a material cash outflow of about
GBP70 million in 2022.

S&P said, "We expect the upcoming quarters to be particularly tough
in the U.K., with inflation set to rise to 12% over the winter
despite the government's inflation-curbing energy price
guarantee.We have revised our forecast for the U.K. economy
significantly and now expect a 0.5% GDP contraction for 2023
compared with 1.0% growth previously (see "Economic Outlook U.K. Q4
2022: Under The Pump," published Oct. 3, 2022). As such, we expect
PdR's holiday homes sales segment will continue to struggle as its
customers postpone purchases of relatively high value items. Wage
inflation and utility costs will remain material cost headwinds in
2023, and we therefore do not expect a material improvement in the
group's credit metrics in 2023.

"Refinancing risk underpins our assessment of the group's liquidity
as weak. Given the material cash outflow in 2022, the group's
currently undrawn GBP100 million RCF is the main source of
liquidity. However, this facility matures in March 2023. Beyond the
RCF refinancing, the group's GBP538.5 million first-lien debt
matures in March 2024. We can perceive a path to a conventional
default or to a selective default if the debt maturities are not
addressed in a timely fashion. We assume that the company and the
sponsor will seek to proactively address these maturities soon.
Onex Corp. invested about GBP450 million to acquire the business,
and has not taken any dividends.

"The negative outlook reflects the refinancing risk associated with
upcoming debt maturities of the RCF (March 2023) and first-lien
debt (March 2024) amid a tough U.K. macro environment, which has
already caused material deterioration in PdR's operating
performance in 2022."

S&P could lower the rating if:

-- A material portion of the RCF is not successfully extended in
the coming months;

-- S&P sees potential for a conventional default within 12 months,
and if the timely refinancing of GBP538.5 million first-lien debt
looked unlikely;

-- S&P perceives the risk of debt restructuring likely within 12
months; or

-- Liquidity diminishes quickly because of weak operating results
and any sponsor support seems unlikely.

S&P said, "We could revise the outlook to stable once we have
better visibility on the group's ability to complete its debt
refinance without engaging in any liability management exercise
that could be construed as debt restructuring or selective default.
A revision to stable will require the group's trading performance
to stabilize and a tangible path to reduce adjusted leverage below
8.0x and break-even free operating cash flow after lease
payments."

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


SYNTHOMER PLC: S&P Affirms 'BB' LongTerm ICR, Outlook Stable
------------------------------------------------------------
S&P Global Ratings affirmed its 'BB' long-term rating on
U.K.-headquartered chemical manufacturer Synthomer PLC.

The stable outlook reflects S&P's forecast that Synthomer's
adjusted debt to EBITDA will reduce to 3.7x-3.9x in 2023 from the
4.0x-4.2x we anticipate for 2022.

Rating headroom is limited and contingent upon the company reducing
debt to EBITDA to less than 4.0x in 2023. After robust results in
2021 spurred by the pandemic-induced extraordinary demand for
nitrile latex gloves, the reported EBITDA of Synthomer's
performance elastomers business declined by about 81% to GBP41.8
million in the first half of 2022. The division's EBITDA margin was
further eroded by reduced capacity utilization levels, as well as
significant increases in the cost of butadiene, a key raw material.
Management now anticipates that high inventory levels of medical
gloves and the associated destocking are unlikely to abate before
the end of 2023, leading to a delayed return to pre-pandemic NBR
growth.

S&P said, "Concurrently, we anticipate heightened macroeconomic
uncertainty and reduced consumer confidence to weigh on Synthomer's
end-market demand, for example in coatings, which is subject to
ongoing, proactive destocking in Europe.

"As a result, we now forecast the company's adjusted EBITDA at
about GBP270 million-GBP285 million in 2022 on a pro rata basis for
the acquisition of Eastman's adhesive technologies, and GBP285
million-GBP300 million in 2023 on a full contribution basis. In
April 2022, we forecasted adjusted EBITDA of about GBP305
million-GBP315 million in 2022 on a pro rata basis, and GBP370
million-GBP380 million in 2023 on a full contribution basis.
Consequently, we now anticipate adjusted debt to EBITDA reaching
4.0x-4.2x in 2022 and 3.7x-3.9x in 2023, versus the 3.3x-3.5x in
2022 and 2.9x-3.1x in 2023 we forecasted in April this year.

"We anticipate that the measures announced by Synthomer will lead
to leverage reduction in 2023. That said, we consider the 4.0x-4.2x
debt to EBITDA for 2022 to be elevated, offering no headroom under
the current rating. Considering our revised forecast, we now view
Synthomer's financial risk as significant.

"The company is focusing on debt reduction following
top-of-the-cycle releveraging. We view Synthomer's net debt to
EBITDA target (as calculated by management) of 1.0x-2.0x–-and at
a maximum of 3.0x for large acquisitions, with reduction within
12-24 months--as an indication of the company's risk appetite and
tolerance. The current elevated leverage levels and the consequent
need to amend covenants are a result of record expenditure on the
acquisition of Eastman's adhesive technologies in 2021 using
windfall profits from the extraordinary demand for nitrile latex
gloves. This left limited headroom for the economic downcycle. That
said, we note positively the new management's commitment to return
to financial policy-stipulated leverage levels of 1.0x-2.0x, and
clearly defined steps to get to that level, aided by the
cancellation of a dividend and potential asset disposals.

"We think Synthomer's portfolio transformation strategy will bring
benefits to the business in the form of reduced volatility and
profit resilience over the medium term. As part of a comprehensive
portfolio review, Synthomer identified nine noncore businesses that
it intends to exit over the short to medium term. The combined
businesses account for about 27% of the company's revenue, or about
GBP635 million. Films and laminates business accounts for about
half of that figure, with the balance including businesses such as
acrylic monomers and styrene-butadiene rubber (SBR) for the paper
and carpet markets. We understand that some of the noncore
businesses are already operating on a stand-alone basis, while
others will take time to separate.

"The strategy further envisages a reduction in the share of base
versus specialty products to 30%/70% from 50%/50% currently over
the next three to five years. It also entails a reduction of
operating sites to less than 30, from about 43 currently, either by
means of divestments or consolidation of asset footprint. The
targeted specialty share of the portfolio will build on Synthomer's
leading global or regional positions within its chosen end-markets
of coatings, construction, adhesives, and health and protection.
Although these markets are cyclical, we anticipate that Synthomer's
presence in them will support its long-term prospects, given
growing demand for sustainable products and the company's
sustainable chemistry offering. Retained base chemicals in the
portfolio will primarily include the NBR business.

"We think the new strategy will streamline Synthomer's
organizational and operational structure, while the increased focus
on specialty chemicals should strengthen the company's profit
resilience and reduce margin volatility. That said, we anticipate
the portfolio transformation and site reduction benefits will
materialize gradually, while calling for management resources and
attention in the interim.

"The stable outlook reflects our forecast that Synthomer's adjusted
debt to EBITDA will reduce to 3.7x-3.9x in 2023 from the 4.0x-4.2x
we anticipate for 2022. We consider the 3.0x-4.0x range as
commensurate with the rating. This reflects our expectation that,
despite inflationary pressures and soft market conditions, notably
in NBR, the company's adjusted EBITDA in 2023 should remain broadly
on par with that attained in 2022, benefitting from the full-year
contribution of the adhesive technologies business, timely
pass-through of higher costs to customers, and internal cost
savings and excellence initiatives.

"Headroom under the rating is limited and contingent upon our view
that Synthomer's credit metrics, notably adjusted debt to EBITDA,
will not exceed 4.0x in 2023.

"We could therefore lower the rating if there was a delay in the
recovery of Synthomer's credit metrics in 2023, either because of
ongoing soft end-market demand or higher raw material costs putting
pressure on the company's margins. Renewed covenant pressure or
limited progress in addressing maturities of the debt due July and
October 2024 could also lead to a downgrade."

Rating upside could develop over the medium term, notably if
Synthomer's portfolio transition toward a higher share of specialty
chemicals resulted in a track record of reduced profit volatility
and resilient adjusted EBITDA margins of at least 15%. In addition,
management would need to commit to maintaining a 'BB+' rating and
following a more conservative financial policy, which would be
aligned with keeping adjusted debt to EBITDA consistently below
3.0x.

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

S&P said, "ESG factors are an overall neutral consideration in our
rating analysis of Synthomer PLC. Synthomer is a supplier of
water-based polymers, which allows its end-markets to replace
higher-carbon solvent-based products that also contain high levels
of volatile organic compounds. We consider that its existing
product portfolio of water-based technology meets increasing demand
for environmentally friendly products and is supported by global
trends such as aging populations and an increased awareness of
hygiene and health, and the need for sustainable solutions."

As part of its Vision 2030 Roadmap the group's ambition is to
reduce its greenhouse gas emissions intensity by 46.2% (scopes 1
and 2 based on 2019 levels) by 2030 versus 2019 and achieve net
zero emissions by 2050. Synthomer also aims to reduce Scope 3
emissions intensity by 27.5% by 2030 versus 2019, improve its
energy efficiency, and source 80% of its electricity from
renewables by 2030. The company plans for at least 60% of its new
products to have enhanced sustainability benefits; in addition to
it already deriving more than 50% of revenue from environmental
solutions.

The acquisition of adhesive resins business is aligned with
Synthomer's sustainability goals. S&P understands that the business
uses hot melt adhesives technology, which displaces solvent
technologies, and minimizes material waste and the emissions of
VOCs. The acquisition will also add a pipeline of innovative and
bio-based products to Synthomer's portfolio. S&P understands that
the business has relatively low scopes 1 and 2 carbon
dioxide-equivalent emissions.

Synthomer, together with other styrene monomer producers, is
subject of an investigation launched in 2018 by the European
Commission into the styrene purchasing practices in the European
Economic Area. The company is cooperating with the Commission and
recognized a noncash provision of GBP40.1 million in the first half
of 2022 in relation to the investigation.


UNITED LIVING: Administration Delays Sterte Court Cladding Work
---------------------------------------------------------------
Andrew Goldman at Daily Echo reports that residents living in two
Poole tower blocks surrounded by scaffolding are set for more
misery as United Living, the fabricator of the buildings'
replacement cladding, has gone bust.

BCP Council has met with and apologised to residents of Sterte
Court in Poole for further delays to lengthy cladding replacement
work after revealing the key materials supplier had gone into
administration before the final five floors could be completed.

The council-owned residential towers have been the centre of
mishaps and delays since January last year when work started on the
removal of non-compliant cladding in the wake of the Grenfell Tower
disaster in 2017.

Extensive work to replace the cladding had previously been
completed in 2015, but had to be removed when it was revealed to be
substandard.

While residents were told last year the remediation work would take
40 weeks, it has instead lasted well over double that -- with no
indications being given as to when work will recommence.

Cllr Karen Rampton, portfolio holder for people and homes, said
"The current delay to Sterte Court has been caused by a key
materials supplier going into administration, and I absolutely
share the frustrations experienced by those that call Sterte Court
home.

"The majority of work to improve the fire safety and thermal
quality of the buildings has been completed by our contractor,
United Living, but the aluminium cladding to cover the bottom five
floors has not yet been fitted.

"This is solely down to the [fabricator] of the panels entering
insolvency before the final elements needed to complete the work
were delivered to site.

"Although we have sympathy for the staff at the manufacturer, this
is of course hugely disappointing for everyone living in the
buildings and working on the transformation project.

"Whilst these circumstances are subject to the current market
challenges facing all in the building trade, we remain in regular
communication with the administrators to find a way of getting the
panels released and in the hands of United Living so that the work
can be finished."


VENATOR MATERIALS: S&P Lowers ICR to 'CCC+', Outlook Negative
-------------------------------------------------------------
S&P Global Ratings lowered its rating on U.K.-based titanium
dioxide (TiO2) and pigments producer Venator Materials PLC to
'CCC+' from 'B-'. At the same time, S&P lowered its issue-level
rating on its senior secured 2024 term loan B and senior secured
notes due 2025 to 'B-' from 'B'. The '2' recovery ratings remain
unchanged, indicating its expectation for substantial (70%-90%;
rounded estimate: 85%) recovery in the event of a default.

S&P said, "We also lowered our issue-level rating on Venator's
senior unsecured notes due 2025 to 'CCC' from 'CCC'+. The '5'
recovery rating remains unchanged, indicating our expectation for
modest recovery (10%-30%; rounded estimate: 10%) in the event of a
default.

"The negative outlook reflects that we could lower our rating if
persistently high energy costs or reduced cost competitiveness lead
Venator to curtail production in some of its European sites for
longer-than-anticipated or permanently; if the company encounters
difficulty in refinancing its upcoming debt maturity for the term
loan B due in August 2024; or if we see a heightened likelihood
that the refinancing needs will be met with a distressed
restructuring that we may consider to be a default.

"The downgrade reflects our expectation that Venator's operating
performance will weaken in the second half of 2022 and into 2023,
resulting in an unsustainable capital structure. With about 78% of
its TiO2 nameplate capacity in Europe, a region which also
accounted for approximately 50% of Venator's TiO2 segment revenues
in 2021, we believe that the company is exposed to the adverse dual
impact of persistently high energy prices and waning demand due to
increasingly weak macroeconomic conditions."

On Oct. 6, 2022, Venator announced a significant curtailment in the
production of TiO2 at the company's facilities in Germany, which
account for about 26% of the total TiO2 nameplate capacity. The
decision was driven by both weaker demand and high natural gas
prices. These plants produce TiO2 using the sulfate process, which
is more energy intensive than the chloride process, therefore
resulting in a higher cost structure. The announcement follows the
suspension of TiO2 production from two of the three calciner
streams at the Scarlino facility in Italy (approximately 13% of the
total nameplate capacity), after a limitation imposed by the region
of Tuscany restricting the disposal of gypsum--a by-product of the
TiO2 manufacturing process. These developments led TiO2 sales
volumes to decline materially in the third quarter of 2022--about
25% less than in the second quarter.

S&P said, "At the same time, we believe the macroeconomic
environment will prove more challenging for the rest of 2022 and in
2023, and will soften the pricing capability of TiO2 producers such
as Venator. For Venator's key European market we now expect
eurozone growth to stagnate in fourth quarter of 2022 and only
reach 0.3% in 2023. The cyclical nature of the TiO2 industry means
that rapid swings in end-market demand could lead to destocking and
lower sales volumes -- as illustrated in the third quarter of
2022.

"In such a context, we expect sales volumes to decline further in
the fourth quarter of 2022 and first half of 2023, and operating
margins to erode as consumer confidence drops and disposable income
diminishes, both key drivers for end markets consuming TiO2
products. We anticipate the capital structure to remain
unsustainable, with leverage forecast to be 9.0x-10.0x in 2022 and
about 10.0x in 2023, versus our previous expectation of improved
adjusted leverage to below 7.0x in 2022. We do not deduct cash from
debt in our calculation of leverage, owing to the company's weak
business risk profile, and we include the currently high
restructuring costs (including the expenditure involved at the
company's Pori plant in Finland) in our calculation of EBITDA. Our
current base-case scenario forecasts EBITDA of $100 million-$110
million in 2022 versus our previous expectation of $150
million-$160 million, driven by the strong performance in the first
half of 2022, and reflecting lower production and sales volumes in
the second half, partly offset by measures management is taking to
reduce its fixed cost base. We understand that Venator is utilizing
government schemes in countries where production is curtailed.

"We expect Venator will maintain sufficient liquidity over the next
12 months, though its cash flows will remain under pressure. On
Oct. 10, 2022, the company raised additional liquidity by a sale
and lease back transaction for its color pigments manufacturing
facility in Los Angeles, California, for $51.3 million. We
understand that Venator intends to reinvest the proceeds, and
therefore these are not subject to mandatory prepayment clauses at
this stage. This transaction, which follows the receipt of $85
million in cash from Tronox following their settlement agreement in
April 2022, bolstered Venator's liquidity profile, which is further
supported by $233 million availability under its asset-based loan
(ABL) facility as of June 2022. The ABL facility is subject to a
springing fixed charge covenant, which we do not expect to be
tested.

"That said, we forecast FOCF will deteriorate beyond our previous
estimates in 2022 to negative $30 million–negative $20 million
and will remain negative until 2024, when we anticipate a
structural improvement in cash uses. Our estimates for 2022 factor
in a material unwind of working capital in the second half due to
curtailments in production and therefore, a reduction in inventory
levels, and lower capital expenditure (capex) spending as
management is taking measures to preserve cash.

"The negative outlook captures the risk of further deterioration in
Venator's credit metrics in the event of a prolonged period of
subdued demand for TiO2 or lower selling prices, beyond what is
already included in our estimates, or persistently high energy
prices leading to longer than anticipated curtailments in the
production of TiO2. We forecast the company's operating performance
will continue to point to an unsustainable capital structure, with
the weighted-average adjusted debt to EBITDA at 9.0x-10.0x in 2022
and about 10.0x in 2023 and sustained negative FOCF."

S&P could lower its atings on Venator if it believes a default is
likely within the next 12 months. This could occur if:

-- Operating performance worsens beyond S&P's expectations leading
to margin compression and larger-than-expected cash outflows
resulting in the company's liquidity position deteriorating
materially, such that it no longer believes the company has
sufficient liquidity to fund its operations over a 12-month
period;

-- The company is unable to refinance its term loan before it
becomes due in August 2024; or

-- S&P expects an increased likelihood that the company engages in
a distressed restructuring.

S&P could revise its outlook on Venator to stable or raise its
rating if:

-- S&P expects volume declines to stabilize, resulting in a
steadier profitability, and we view a pathway to an improvement in
leverage metrics; and

-- The company can improve its liquidity position through improved
free cash flow generation.

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


WORCESTER WARRIORS: Steve Diamond Launches Bid to Rescue Club
-------------------------------------------------------------
Mark Staniforth at PA Media reports that former Worcester director
of rugby Steve Diamond has launched a bid to rescue the club from
administration and restore it to the Gallagher Premiership within
the next four years.

According to PA, Mr. Diamond is leading a consortium, Sixways
Village, that also includes former Leicester chief executive Simon
Cohen, and hopes to achieve preferred bidder status with
administrators Begbies Traynor.

Worcester collapsed into administration and were partially
liquidated this month with HM Customs and Revenue pursuing unpaid
tax in the region of GBP6 million, PA recounts.  They are currently
suspended from the Premiership and face relegation at the end of
the season, PA notes.

"My goal is to create a sustainable business that is able to
compete back in the Premiership within the next three or four
years, and allows professional rugby to thrive in Worcester," PA
quotes Mr. Diamond, who would be chief executive of the new
venture, as saying.

"It took us a month to put the plan together and we presented it
last week to the RFU and the PRL (Premiership Rugby).

"Now a decision needs to be made and hopefully that decision is for
the right organisation to put Worcester Warriors back on the map."

As a result of the club's collapse, all contracts were terminated
and over 20 of the club's former players have found new roles, PA
notes.

Mr. Diamond, as cited by PA, said he has no argument with the rules
that stipulate the club will be relegated to the Championship at
the end of the season, where they are expected to join Wasps, who
also fell into administration earlier this month.

At least one other consortium is believed to be bidding for control
of the club, with the administrators reportedly on the verge of
naming their preferred bidder, according to PA.




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

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

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

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

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

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

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

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

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



                           *********


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

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

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

This material is copyrighted and any commercial use, resale or
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.


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