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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

          Wednesday, November 16, 2022, Vol. 23, No. 223

                           Headlines



C Z E C H   R E P U B L I C

PPF TELECOM: S&P Affirms 'BB+' ICR Following Ownership Changes


G E R M A N Y

MEDIAN BV: S&P Downgrades ICR to 'B-', Outlook Stable


I R E L A N D

CARLYLE EURO 2013-1: Moody's Cuts EUR10MM E-R Notes Rating to B3
CARLYLE EURO 2018-2: Moody's Cuts Rating on EUR12MM E Notes to B3


I T A L Y

ALBA 11 SPV: Moody's Raises Rating on Class C Notes From Ba2
COMWAY SPV: S&P Ups to B+ Then Withdraws Repack Law 130 Note Rating


N E T H E R L A N D S

PLAYA RESORTS: Moody's Ups CFR to B2 & Rates New Sec. Term Loan B2
TELEFONICA EUROPE: S&P Rates New Hybrid Securities 'BB'


P O L A N D

EUROPOL GAZ: Poland Puts Company Under Temporary Administration


S P A I N

CAJA CANTABRIA I: Moody's Ups Rating on EUR3.5MM Cl. D Notes to Ba1


U N I T E D   K I N G D O M

ALPHA TOPCO: Moody's Upgrades CFR to Ba3, Outlook Remains Positive
ALTERA INFRASTRUCTURE: Brookfield to Keep Control After Emergence
ASPIRE SUSSEX: Enters Administration, 200+ Jobs at Risk
HS2: Lord Berkeley Wants Sunak to Put Line Into Administration
LIBERTY STEEL: Reaches Outline Deal with Creditors

MARKS & SPENCER: Fitch Affirms & Then Withdraws 'BB+' IDR
NOMAD FOODS: Fitch Assigns 'BB+' Rating on USD700MM Term Loan
UPPER SCALE: Director Gets 11-Year Disqualification Order
URBANDELI LTD: Sole Director Gets 12-Month Community Order

                           - - - - -


===========================
C Z E C H   R E P U B L I C
===========================

PPF TELECOM: S&P Affirms 'BB+' ICR Following Ownership Changes
--------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' long-term issuer credit
rating on PPF Telecom Group.

S&P said, "The stable outlook reflects our expectation that the
group will continue to increase its revenue and EBITDA at a
mid-single-digit rate and the pro rata S&P Global Ratings-adjusted
leverage will remain at about 3x in 2022 and 2023."

In March 2022, PPF Telecom sold a 30% minority stake of its
infrastructure subsidiary CETIN Group. Meanwhile, over the past two
years, PPF has consolidated its operating subsidiaries, leading to
full ownership and consolidation of O2 Czechia and O2 Slovakia.

S&P said, "We view the sale of the 30% stake in CETIN Group as
credit negative, although somewhat balanced by the consolidation of
operating assets. We view CETIN Group as a strategic asset for PPF,
owning the mobile networks in the group's countries and its fixed
network in the Czech Republic. Although the pro rata
deconsolidation has a slightly positive effect on our credit
metrics, due to the debt that sits at the CETIN level, the overall
impact is slightly negative for metrics due to our adjustment of
the master service agreement (MSA) between O2/Yettel and CETIN as
well as the shareholder distribution of the majority of sale
proceeds. At the same time, PPF spent about EUR1.0 billion to buy
out and squeeze out O2 Czechia's remaining minority interests in
2021 and 2022 and used EUR325 million of proceeds from the sale of
its minority stake in CETIN to repay debt at O2, which it now fully
owns. As a result, we expect that S&P Global Ratings-adjusted
leverage will remain at about 3x in 2022, similar to 2021. However,
we regard the overall corporate restructuring as slightly negative,
as we regard the cash flow stemming from the infrastructure arm as
more stable and predictable than those streaming from the
commercial arm, so we have tightened our leverage threshold for the
rating by 0.25x.

"High inflation is likely to put pressure on EBITDA margin
expansion. We expect Czech inflation of 15%-20% in 2022 and close
to 10% in 2023. This will likely strain the group's EBITDA margin,
in particular through increasing labor costs and higher energy
prices. In first-half 2022, PPF's energy costs rose by 60% compared
with the same period a year earlier (to EUR48 million from EUR30
million) and its labor costs by 9% (to EUR176 million from EUR162
million). Still, we expect inflationary pressure will be balanced
by higher growth in the higher-margin fixed segment (CETIN) than in
the rest of the group. In addition, we expect that inflationary
pressure will lead to an increased ability to raise prices and
therefore support revenue growth. We therefore expect growing
EBITDA while we expect the reported margin to remain at 46%-47%.

"We forecast S&P Global Ratings-adjusted debt to EBITDA to remain
at about 3.0x in 2022-2023. Although we expect mid-single-digit
revenue and EBITDA growth, we also expect that leverage will remain
at about 3.0x because we forecast operating cash flow will cover
network investments and shareholder distributions rather than
deleveraging. We expect a peak in capital expenditure (capex) in
2022 and 2023, stemming from ongoing upgrades of the fixed
infrastructure in the Czech Republic and mobile network upgrades in
other areas. Furthermore, PPF spent about EUR160 million on
spectrum renewals in Hungary in first-half 2022, and in 2023, we
expect PPF to participate in upcoming spectrum auctions in Bulgaria
and Serbia. As well, we anticipate dividend payments will hamper
any material deleveraging prospects. Still, we expect PPF to
continue adhering to its financial policy, stating a maximum net
leverage of 3.2x, a threshold it has been comfortably below in
recent quarters."

Relatively stable competitive markets support the group's sound
market position in mobile telecommunications. PPF is the No. 1
mobile operator (in terms of revenue share) in two of its markets
(Bulgaria and Serbia), shares the leading position with T-Mobile in
the Czech Republic, and holds the No. 2 position in Hungary and No.
3 in Slovakia. S&P believes the mobile markets in which the group
operates are moderately competitive, based on the presence of three
mobile network operators (MNO) in each country and relatively
stable market share distribution.

O2 Czechia's fixed broadband and pay-TV subscriber base is growing
as CETIN Czechia continues to invest and upgrade its network. The
Czech Republic remains the group's largest market, representing
around 49% of its EBITDA during first-half 2022 (O2 and CETIN
Czechia). Ongoing fixed network modernization at CETIN Czechia will
continue supporting the group's market position, growth, and pay-TV
penetration, while improving its mix of higher-speed and
higher-value fixed subscribers. O2 provides connection speeds of 50
megabits per second (Mbps) or more to 87% of its connections, up
from about 30% in 2015, and 100 Mbps to 71% of its connections,
achieved through DSL upgrades via fiber-to-the-cabinet and now
fiber-to-the-home deployment--and a better mix of higher-speed and
higher-value fixed subscribers at O2 Czechia.

S&P said, "The stable outlook reflects our expectation that PPF
will continue to increase revenue and EBITDA at a mid-single-digit
rate because we expect the group to continue monetizing its network
upgrades and TV-content investments, while maintaining its mobile
market shares and average revenue per unit in all countries of
operations. We expect that pro rata adjusted leverage basis will
remain at about 3x and free operating cash flow (FOCF) to debt
above 10%, excluding spectrum payments.

"A negative rating action is unlikely given PPF's sound
profitability, cash flow, and financial policy, but we could lower
the rating if adjusted debt to EBITDA sustainably increases above
3.5x, along with FOCF to debt declining to sustainably below 10%.
This could result from a more competitive market environment, a
push toward convergence in markets where the group is a mobile-only
operator, or unexpected and more aggressive return to
shareholders.

"Although unlikely in the next 12 months, we could raise the rating
if PPF builds a favorable track record of steady fixed broadband
and pay-TV market share gains--narrowing the fixed broadband market
share gap with other European incumbents--maintains or further
improves its mobile positioning, and sustains an adjusted EBITDA
margin of more than 40%. We could also upgrade PPF if management
aimed to adapt its reported leverage target so that it sustains the
S&P Global Ratings-adjusted debt to EBITDA at less than 3x, with
FOCF to debt at more than 15%, excluding spectrum, and this
stronger credit profile would not be constrained by our view of the
group's credit quality."

ESG credit indicators: E2,S2,G2




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

MEDIAN BV: S&P Downgrades ICR to 'B-', Outlook Stable
-----------------------------------------------------
S&P Global Ratings lowered to 'B-' from 'B' its ratings on the
holding company Median B.V. and its debt.

The stable outlook indicates S&P's expectation of sufficient
liquidity over the next 12 months, supported by the absence of
refinancing risk, and anticipation of gradual margin improvement.

S&P said, "We forecast Median's credit metrics will weaken due to
lower-than-expected occupancy and some pressure from a shortage of
medical personnel. In our view, Median's operations are still
pressured by disruptions to the health care market in the aftermath
of COVID-19, in particular in Germany, where pandemic-related
measures in hospitals remain strict. Therefore, Median's occupancy
levels are still behind expectations and pre-pandemic levels, given
reduced numbers of post-acute treatments and patients increasingly
postponing rehabilitation. Furthermore, we expect Median's
performance will be undermined by the structural shortage of
medical personnel, with staff shortages across the U.K. and Germany
ultimately affecting services, occupancy, and agency costs. We note
the group is tackling the issue, both in Germany and the U.K., with
recruiting efforts and higher salaries. In particular, the
U.K.-based Priory committed to pay a real living wage, which is
higher than the minimum wage as it is based on the cost of living,
and has made some improvements to employee turnover rates and
retention. On a like-for-like basis (excluding the 2021
contribution from the now carved-out education business), we expect
sales in 2022 will increase by a low-single digit, compared to
2021.

"We anticipate 2022 credit metrics will suffer from inflationary
pressure, before price increases and government relief become
effective. Softer revenue generation, coupled with higher energy
and gas prices, will weigh on the company's operating performance
in 2022. We understand the Median's payors in Germany are currently
guiding for higher tariffs, with prices expected to rise by at
least 6% in 2023, and note that the Priory business negotiated a
healthcare division price increase of about 4.0%-4.5%. The full
impact of those price renegotiations will only materialize in 2023.
Government price-caps on energy and gas, and the company's ongoing
effort to invest in photovoltaic energy generation, could have a
positive impact on profitability, with Median likely to reap most
of the benefit of those initiatives in the next 12-18 months.
Therefore, we expect S&P Global Ratings-adjusted margins to
deteriorate to 18.0%-18.5% in 2022, down from our previous forecast
of about 20%-21%. Importantly, our calculation of EBITDA is also
affected by exceptional costs, estimated at about EUR15
million-EUR20 million in 2022, and by the negative EBITDA of the
Older People division (about EUR5 million-EUR10 million), which the
group is progressively selling. This results in a S&P Global
Ratings-adjusted debt-to-EBITDA ratio of 9.5x-10x. We also estimate
that the company's fixed-charge coverage will decline to 1.2-1.3x.
Thus, key credit metrics for 2022 are expected to be weaker than
under our previous base case scenario.

"For 2023, we assume the company's occupancy rates will gradually
improve, supporting higher margins, but that credit metrics will
remain weak. We expect the group to post 6.0%-7.0% revenue growth
and record improved margins of about 18.5%-19.5%, on an S&P Global
Ratings-adjusted basis. This will be supported by the gradual
recovery of occupancy rates and increased prices in both regions,
leading to better absorption of fixed costs amid continued tight
cost control. We believe the company's ability to generate EBITDA
also depends on favorable conditions in the health care market as
well the company's ability to effectively manage its cost base. We
anticipate adjusted leverage to decline to about 9x in 2023 and
fixed-charge coverage to stabilize at about 1.3x.

"We apply a negative comparable rating analysis modifier because,
in our view, the company's credit metrics do not provide sufficient
headroom for unexpected operating challenges. In our view, Median's
operational leverage remains high, given the company operates
mostly under a leasehold model. This, coupled with debt leverage
that is expected to remain above 8x, raises concerns about the
company's ability to face unexpected challenges. In addition, the
negative comparable rating analysis captures the potential
deterioration of credit metrics triggered by rising interest rates,
given the unhedged floating rate on Median's term loan B (TLB).

"We expect opportunistic bolt-on acquisitions will continue in the
next 12 months, and that Median's ability to gradually deleverage
is conditional upon a prudent funding mix and delivery of expected
synergies. We assume the company will remain among the leading
providers of rehabilitation and behavioral services in Germany and
in the U.K., respectively. Following the acquisition of three
clinics in Eastern Germany (signed in June 2022), we believe the
group will continue focusing on small bolt-on acquisition and
anticipate a strong pipeline of small-size deals over the next 12
months. This reflects opportunities arising from the current
challenging operating environment, which could pressure
less-financially sound operators to sell, as well as the highly
fragmented nature of the market. Median's ability to gradually
deleverage will depend on it consistently generating free operating
cash flow (FOCF) in line with our base-case scenario, enabling it
to self-fund bolt-on acquisitions, and on the smooth integration of
assets and thus realization of cost synergies. We also remain
cautious on the development of sale-and-leaseback (SALB)
transactions, which the group employed on several occasions to
finance past acquisitions. Median now operates under an almost 100%
leasehold model in Germany. We view this structure negatively
because health care services providers are price-takers and rents
represent additional fixed costs, which are already high after the
inclusion of staff costs.

"The stable outlook reflects our expectation that Median should be
able to post EBITDA growth in 2023, when we anticipate that the
company's adjusted debt-to-EBITDA ratio will remain at about 9x.
The stable outlook also reflects the lack of refinancing risk,
given the group's first maturity will be in 2027, and expectation
Median will be able to self-fund its operations. We currently do
not foresee short-term liquidity issues as the company can use at
least 40% of a EUR120 million revolving credit facility (RCF)
before triggering a covenant test.

"We could take a negative rating action within the next 12 months
if Median's leverage ratio deteriorated materially compared to our
base case, such that we could consider the capital structure
unsustainable. This could arise from a slower-than-expected
recovery of occupancy and further disruptions stemming from the
pandemic. It could also happen in the event of additional material
SALB transactions. We could also take a negative ration action if
FOCF turns negative such that the company's ability to self-fund
its operations weakens or if its fixed-charge coverage ratio
deteriorated toward 1x.

"We could raise the rating On Median if the company manages to
improve its leverage ratio comfortably and sustainably to below 7x
and continues to generate EBITDA margins of 20%-21%. Additionally,
an upgrade would be dependent on the company's ability to maintain
its fixed-charge coverage ratio at 2x or above."

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




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

CARLYLE EURO 2013-1: Moody's Cuts EUR10MM E-R Notes Rating to B3
----------------------------------------------------------------
Moody's Investors Service has taken a variety of rating actions on
the following notes issued by Carlyle Euro CLO 2013-1 DAC:

EUR56,000,000 Class A-2-R Senior Secured Floating Rate Notes due
2030, Upgraded to Aa1 (sf); previously on Sep 15, 2020 Affirmed Aa2
(sf)

EUR10,000,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2030, Downgraded to B3 (sf); previously on Sep 15, 2020
Confirmed at B2 (sf)

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

EUR236,000,000 (Current outstanding amount EUR234,621,030) Class
A-1-R Senior Secured Floating Rate Notes due 2030, Affirmed Aaa
(sf); previously on Sep 15, 2020 Affirmed Aaa (sf)

EUR24,000,000 Class B-R Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed A2 (sf); previously on Sep 15, 2020
Affirmed A2 (sf)

EUR23,000,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed Baa2 (sf); previously on Sep 15, 2020
Confirmed at Baa2 (sf)

EUR20,000,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed Ba2 (sf); previously on Sep 15, 2020
Confirmed at Ba2 (sf)

Carlyle Euro CLO 2013-1 DAC, issued in June 2013 and refinanced in
February 2017 and October 2019, is a collateralised loan obligation
(CLO) backed by a portfolio of mostly high-yield senior secured
European loans. The portfolio is managed by CELF Advisors LLP. The
transaction's reinvestment period ended in April 2021.

RATINGS RATIONALE

The rating upgrade on the Class A-2-R Notes is primarily a result
of the benefit of a shorter amortisation profile. The rating
downgrade on the Class E-R Notes is primarily a result of the
increased defaults and deterioration in over-collateralisation
ratios since January 2022. According to the trustee report dated
October 2022 [1] the Class A, Class B, Class C, Class D and Class E
OC ratios are reported at 133.5%, 123.3%, 114.9%, 108.5% and 105.5%
compared to January 2022 [2] levels of 134.6%, 124.4%, 115.9%,
109.4% and 106.5%, respectively.

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.

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: EUR385.9m

Defaulted Securities: EUR6.5m

Diversity Score: 49

Weighted Average Rating Factor (WARF): 2937

Weighted Average Life (WAL): 3.7 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.59%

Weighted Average Recovery Rate (WARR): 44.96%

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

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

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

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

The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes'
performance.

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.

CARLYLE EURO 2018-2: Moody's Cuts Rating on EUR12MM E Notes to B3
-----------------------------------------------------------------
Moody's Investors Service has taken a variety of rating actions on
the following notes issued by Carlyle Euro CLO 2018-2 Designated
Activity Company:

EUR7,868,000 Class A-2-A Senior Secured Floating Rate Notes due
2031, Upgraded to Aa1 (sf); previously on Aug 31, 2018 Definitive
Rating Assigned Aa2 (sf)

EUR20,000,000 Class A-2-B Senior Secured Fixed Rate Notes due
2031, Upgraded to Aa1 (sf); previously on Aug 31, 2018 Definitive
Rating Assigned Aa2 (sf)

EUR12,632,000 Class A-2-C Senior Secured Floating Rate Notes due
2031, Upgraded to Aa1 (sf); previously on Aug 31, 2018 Definitive
Rating Assigned Aa2 (sf)

EUR12,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2031, Downgraded to B3 (sf); previously on Aug 31, 2018
Definitive Rating Assigned B2 (sf)

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

EUR232,000,000 Class A-1-A Senior Secured Floating Rate Notes due
2031, Affirmed Aaa (sf); previously on Aug 31, 2018 Definitive
Rating Assigned Aaa (sf)

EUR16,000,000 Class A-1-B Senior Secured Floating Rate Notes due
2031, Affirmed Aaa (sf); previously on Aug 31, 2018 Definitive
Rating Assigned Aaa (sf)

EUR7,802,000 Class B-1 Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed A2 (sf); previously on Aug 31, 2018
Definitive Rating Assigned A2 (sf)

EUR18,948,000 Class B-2 Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed A2 (sf); previously on Aug 31, 2018
Definitive Rating Assigned A2 (sf)

EUR20,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Baa2 (sf); previously on Aug 31, 2018
Definitive Rating Assigned Baa2 (sf)

EUR25,750,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Ba2 (sf); previously on Aug 31, 2018
Definitive Rating Assigned Ba2 (sf)

Carlyle Euro CLO 2018-2 Designated Activity Company, issued in
August 2018, is a collateralised loan obligation (CLO) backed by a
portfolio of mostly high-yield senior secured European loans. The
portfolio is managed by CELF Advisors LLP. The transaction's
reinvestment period ends in November 2022.

RATINGS RATIONALE

The rating upgrades on the Class A-2-A, Class A-2-B and Class A-2-C
Notes are primarily a result of the benefit that the transaction is
about to reach the end of the reinvestment period in November 2022.
The downgrade to the rating on the Class E Notes is due to the
deterioration of in over-collateralisation ratio since closing in
August 2018, 107.24% [1] compared to 105.15% in October 2022 [2]
coupled with a lower Class E Par Value Test trigger of 103.24% [1].
Other contributing factor is the loss of the Euribor floor benefit
consequent to a change in Euro forward rates.

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.

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: EUR390.5m

Defaulted Securities: EUR3.4m

Diversity Score: 53

Weighted Average Rating Factor (WARF): 2953

Weighted Average Life (WAL): 4.0 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.8%

Weighted Average Coupon (WAC): 4.4%

Weighted Average Recovery Rate (WARR): 44.5%

Par haircut in OC tests and interest diversion test: None

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

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

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

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

This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the note,
in light of uncertainty about credit conditions in the general
economy. In particular, the length and severity of the economic and
credit shock precipitated by the global coronavirus pandemic will
have a significant impact on the performance of the securities. CLO
notes' performance may also be impacted either positively or
negatively by (1) the manager's investment strategy and behaviour
and (2) divergence in the legal interpretation of CDO documentation
by different transactional parties because of embedded
ambiguities.

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. 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.




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

ALBA 11 SPV: Moody's Raises Rating on Class C Notes From Ba2
------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of Class B and
Class C Notes in Alba 11 SPV S.r.l. The rating actions reflect the
increased levels of credit enhancement for the affected notes.

Moody's affirmed the ratings of the notes that had sufficient
credit enhancement to maintain their current ratings. Maximum
achievable rating is Aa3 (sf) for structured finance transactions
in Italy, driven by the corresponding local currency country
ceiling of the country. In this transaction, the current Eligible
Investments definition would also limit further upgrades above Aa3
(sf) for the junior and mezzanine notes.

EUR498.7M (current outstanding balance EUR10.08M) Class A1 Notes,
Affirmed Aa3 (sf); previously on Mar 7, 2022 Affirmed Aa3 (sf)

EUR300M Class A2 Notes, Affirmed Aa3 (sf); previously on Mar 7,
2022 Affirmed Aa3 (sf)

EUR143.6M Class B Notes, Upgraded to Aa3 (sf); previously on Mar
7, 2022 Upgraded to A1 (sf)

EUR131.1M Class C Notes, Upgraded to Baa2 (sf); previously on Mar
7, 2022 Upgraded to Ba2 (sf)

RATINGS RATIONALE

The upgrade rating actions are prompted by an increase in the
credit enhancement for the affected tranches.

Increased Credit Enhancement

Sequential amortization led to the increase of the credit
enhancement available in this transaction. For instance, the credit
enhancement for the Class B and C Notes has increased to 41.63% and
24.47% from 32.31% and 18.99% respectively since the last rating
action.

The principal methodology used in these ratings was "Equipment
Lease and Loan Securitizations Methodology" published in September
2022.

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

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

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


COMWAY SPV: S&P Ups to B+ Then Withdraws Repack Law 130 Note Rating
-------------------------------------------------------------------
S&P Global Ratings raised to 'B+' from 'CCC+' and removed from
CreditWatch positive its rating on Comway SPV S.r.l.'s repack law
130 notes. S&P has subsequently withdrawn its rating on these notes
because the debt was fully repaid.

S&P said, "The rating action and withdrawal follows our Nov. 9,
2022, rating action on Comdata SpA."

In accordance with S&P's "Global Methodology For Rating Repackaged
Securities" criteria, published on Oct. 16, 2012, it has
weak-linked its rating on the repack notes to the lower of:

-- S&P's issue credit rating on the restated debt agreement issued
by Comdata SpA;

-- S&P's issuer credit rating (ICR) on Comdata SpA as fee payer;
and

-- S&P's ICR on BNP Paribas SA (formally under Securities Services
(Milan Branch)) as bank account provider and custodian.




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

PLAYA RESORTS: Moody's Ups CFR to B2 & Rates New Sec. Term Loan B2
------------------------------------------------------------------
Moody's Investors Service upgraded Playa Resorts Holding B.V.'s
corporate family rating to B2 from B3. At the same time Moody's
assigned a B2 rating to the company's proposed senior secured term
loan and revolving credit facility, and affirm B3 ratings on its
existing rated bank credit facilities debt. Moody's also changed
the outlook to stable from positive.

The proposed senior secured debt consists of a $1.1 billion 6-year
first lien term loan and a $225 million five-year first lien
revolving credit facility. Proceeds from the planned term loan will
be used to refinance its existing capital structure, which includes
a $68 million Revolving Credit Facility, $909 million Term Loan B,
and $203 million of Term Loans A-1, A-2, A-3 & Property Loan,
collectively the "DK Debt". The full amount of the planned
revolving credit facility is expected to be undrawn at close.

The action assumes that the refinance will be successfully executed
and the existing rated debt will be withdrawn at closure. The
ratings assigned to new debt instruments also assume that the final
transaction documents will not be materially different from draft
legal documentation reviewed by Moody's to date and assume that
these agreements are legally valid, binding and enforceable.

The upgrade to B2 reflects Playas' improved credit metrics -- For
the LTM ended in 9/22 Playa's debt/EBITDA and interest coverage at
5.1x and 2.5x, respectively reflected significant improvements, not
only from 2020 and 2021, when the pandemic induced property
closures, but from 2019 levels of 7.3x and 0.7x, respectively.
Going forward, Moody's expect Playa will sustain current metrics as
it continues to recover both occupancy and room rates. The timely
debt refinance provides runway through recovery, further supporting
the action.

Upgrades:

Issuer: Playa Resorts Holding B.V.

Corporate Family Rating, Upgraded to B2 from B3

Ratings assigned:

New $1.1 billion Senior Secured 1st Lien Term Loan due 2028,
Assigned B2

New $225 million Senior Secured 1st Lien Revolving Credit Facility
due 2027, Assigned B2

Ratings affirmed:

$1.01 billion Senior Secured Term Loan due 2024, Affirmed B3

$68 million Senior Secured Revolving Credit Facility due 2024,
Affirmed B3

Outlook Actions:

Issuer: Playa Resorts Holding B.V.

Outlook, Changed to Stable from Positive

RATINGS RATIONALE

The B2 CFR is underpinned by the continued robust demand and speed
recovery in Caribbean and Latin American tourism that led to an
acceleration of Playa's average daily rates (ADR) growth since
2021. Moody's expects Playa to sustain ADRs at the $364 already
achieved in the nine months ended in September 30, 2022 during the
rest of the year and to improve to $386 in 2023, up from $310 at
the end of 2021 and $285 a year earlier. Playa's portfolio of
all-inclusive luxury and upscale Caribbean and Pacific coastal
resorts benefits from strong US travel demand, which is ahead of
the global travel recovery. The company's booked position combined
with increased flight capacity to its destinations, support
sustainable pricing gains in 2023. Conversely, the rating reflects
Moody's view that through 2024, Playa would face increasing
challenges to pass cost pressures to the end consumer. Inflation in
Mexico, -- Playa's largest market -- was 8.7% in September 2022,
well above the Central Bank's target range of 2%-4%. Moody's
expects inflation to reach 7.8% in 2022 and 4.5% in 2023. In terms
of demand, the boost resulting from pent-up demand during 2021 and
2022 will be phased out through 2023. Moreover, the US, -- main
origin of Playa's customers—will experience significant growth
slowdown. Moody's recently lowered its 2022-23 economic growth
forecasts to 1.9% in 2022 and 1.3% in 2023, while forecasting
unemployment rate to rise slightly above 4.0% in 2023 from the
current low level of 3.6%, owing to a combination of slower hiring
and further increases in labor force participation. Even under the
current environment, Moody's base case considers that through 2022,
Playa will be able to sustain EBITDA, including Moody's standard
adjustments in a $220 - $260 million range, sustaining leverage
(measured as gross debt to EBITDA including Moody's standard
adjustments) at a 4.6x – 5.5x range.

Structural Considerations

The senior secured credit facilities will benefit from a first
priority interest in all equity interests in the Borrower, Playa
H&R Holdings, and any Material Subsidiary that owns a hotel
property, and a first priority interest in each hotel property of
the borrower and guarantors located in Mexico and all other
tangible and intangible assets owned by the grantors. The
previously spun-out Hyatt Ziva & Zilara Cap Cana and Hilton Rose
Hall properties will be moved into the Restricted Group and
included in the equity pledge collateral package.

Liquidity is strong following the timely refinance of the bulk of
its debt. Proceeds from the planned first lien term loan amounting
$1.1 billion will be used to refinance $1.01 billion under Playa's
senior secured term loan due 2024. Therefore, the company will
extend maturities six years, with the next important debt
commitment scheduled until 2028. Moreover, the planed facilities
include a $225 million five-year revolving credit facility,
expected to be fully undrawn at close. Playa's liability management
adds up to prudent risk practices that allowed it to endure the
Coronavirus crisis, that was particularly harmful for the
hospitality sector. Such measures include a public offering of
common shares through which Playa raise $125 million at the
beginning 2021. Playa was also able to raise $89 million through
asset sales. As a result, Playa reported cash of $294 million in
December 2021, well above the $173 million in 2020. As of September
30, 2022, Playa's cash in hand continued to strengthen reaching
$372 million mainly fueled by internal cash generation. The company
generated cash from operations (CFO) of $180 million for the LTM
ended in September 2022, already above Moody's expectations of $153
million in 2022 and $135 million in 2023, and well above the $30
million in 2021 and -$100 million in 2020.

The stable outlook reflects the company's very good liquidity and
Moody's expectation that despite operating challenges envisioned
ahead Playa will be able to sustain its current credit metrics and
to generate cash. Despite Moody's expectations of a strong
operating performance, the outlook also considers that leverage
will remain high, close to 5.0x, through the next 18-months.

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

The ratings could be upgraded if cash generation accelerates along
with travel recovery allowing Playa to improve credit metrics.
Specifically, with debt/EBITDA below 5.0x and interest coverage
above 2.5x on a sustained basis.

Ratings could be downgraded if operations deteriorated resulting in
debt/EBITDA sustained above 6.0x or EBIT/interest coverage below
1.5x.

The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.

Playa Resorts Holding B.V. (Playa) owns and/or manages a portfolio
of 25 all-inclusive resorts (9,352 rooms) in beachfront locations
in Mexico, the Dominican Republic and Jamaica. For the last twelve
months ended September 2022, revenues were $822 million. The
company is publicly listed with a market capitalization of around
$977.9 million. Major shareholders are: Davidson Kempner
Management, LLC which owns 9.3%, AIC Holdings Group 7.3%, The
Goldman Sachs Group, Inc. 7.3%, Rubric Capital Management LP 7.0%
and Sagicor 6.5%.  

TELEFONICA EUROPE: S&P Rates New Hybrid Securities 'BB'
-------------------------------------------------------
S&P Global Ratings assigned its 'BB' long-term issue rating to the
proposed hybrid securities to be issued by Telefonica Europe B.V.
(BBB-/Stable/--), the Dutch finance subsidiary of Spain-based
telecom group Telefonica S.A. (BBB-/Stable/A-3), which will
guarantee the proposed securities.

Telefonica plans to use the proceeds to refinance an equivalent
amount of hybrids with first call dates in March 2023, and
September 2023. The company said it may also repurchase some of
these instruments by way of a tender offer and we understand that
Telefonica does not intend to permanently increase its stock of
hybrids. This is because any amounts under the proposed hybrid not
utilized as part of the tender offer will be set aside to service a
future call of any remaining outstanding hybrid with first call
date in March 2023. After the replacement and liability management
transaction, Telefonica expects its hybrid portfolio size will
remain similar. We will therefore assess an equivalent amount of
existing hybrids as having minimal equity content.

S&P said, "We calculate outstanding hybrids to S&P Global
Ratings-adjusted capitalization at about 11% from 2021, including
the proposed hybrid securities and replacement. This is slightly
below the 15% limit on hybrid capitalization, which caps the amount
of hybrids that may receive equity content under our criteria.

"We classify the proposed hybrid as having intermediate equity
content until the first reset date (6 years after issuance) because
it meets our criteria in terms of subordination, permanence, and
optional deferability during this period. Consequently, when we
calculate Telefonica S.A.'s adjusted credit ratios, we will treat
50% of the principal outstanding under the proposed hybrid
securities as equity rather than debt, and 50% of the related
payments on these securities as equivalent to a common dividend."

The two-notch difference between S&P's 'BB' issue rating on the
proposed hybrid securities and its 'BBB-' issuer credit rating
(ICR) on Telefonica S.A. reflects the following downward
adjustments from the ICR:

-- One notch for the proposed securities' subordination, because
our long-term ICR on Telefonica S.A. is investment grade; and

-- An additional notch for payment flexibility due to the optional
deferability of interest.

The notching of the proposed securities points to our view that
there is a relatively low likelihood that Telefonica Europe will
defer interest payments. Should S&P's view change, it may
significantly increase the number of downward notches that it
applies to the issue rating. S&P may lower the issue rating before
it lowers the ICR.

Key Factors In S&P's Assessment Of The Securities' Permanence

Although the proposed securities have no maturity, Telefonica
Europe can redeem them on any date between the first call date
(5.75 years after issuance) and the first reset date (6 years after
issuance), and on every interest payment date thereafter.

In addition, Telefonica can call the instrument any time at a
premium through a make-whole redemption option. Telefonica stated
it has no intention to redeem the instrument prior to the
redemption window of the first reset date, and we do not consider
this type of make-whole clause to create an expectation that the
proposed securities will be redeemed before then. Accordingly, S&P
does not view it as a call feature in our hybrid analysis, even if
it is referred to as a make-whole option clause in the hybrid
instrument's documentation.

More generally, S&P understands the group intends to replace the
proposed hybrid securities, although it is not obliged to do so. In
S&P's view, this statement of intent and the group's track record
mitigates the likelihood that it will repurchase the securities
without replacement.

The coupon to be paid on the proposed securities equals the sum of
the applicable benchmark rate plus a margin. The margin to be paid
on the proposed securities will increase 25 basis points (bps) not
earlier than 10 years from issuance, and a further 75 bps 20 years
after the first reset date. S&P views the cumulative 100 bps as a
moderate step-up, providing Telefonica Europe with an incentive to
redeem the instruments 26 years after issuance.

Consequently, S&P will no longer recognize the proposed securities
as having intermediate equity content after the first reset date.
This is because the remaining period until economic maturity would,
by then, be less than 20 years.

Key Factors In S&P's Assessment Of The Securities' Subordination

The proposed securities will be deeply subordinated obligations of
Telefonica Europe and have the same seniority as the hybrids issued
in 2013, 2014, 2016, 2017, 2018, 2019, 2020, and 2021. As such,
they will be subordinated to senior debt instruments, and are only
senior to common and preferred shares. S&P understands that the
group does not intend to issue any such preferred shares.

Key Factors In Our Assessment Of The Securities' Deferability

In S&P's view, Telefonica Europe's option to defer payment of
interest on the proposed securities is discretionary and it may
therefore choose not to pay accrued interest on an interest payment
date. However, if an equity dividend or interest on any
equal-ranking or junior securities is paid, or if there is a
redemption or repurchase of the hybrid or any equal-ranking or
junior securities, any outstanding deferred interest payment would
have to be settled in cash.

That said, this condition remains acceptable under S&P's rating
methodology because once the issuer has settled the deferred
amount, it can choose to defer payment on the next interest payment
date.

The issuer retains the option to defer coupons throughout the
securities' life. The deferred interest on the proposed securities
is cash cumulative and compounding.




===========
P O L A N D
===========

EUROPOL GAZ: Poland Puts Company Under Temporary Administration
---------------------------------------------------------------
Wojciech Kosc at bne Intellinews reports that Poland has put
Europol Gaz, the manager of the Polish section of the Yamal
pipeline, under "temporary compulsory administration", the Ministry
of Development and Technology said on Nov. 14.

Europol Gaz owns and manages 684km of Yamal's Polish section.  The
company is 48% owned by Gazprom, which Poland put on its sanction
list after Russia's attack on Ukraine.

"We are doing everything possible to counteract the effects of
Russian aggression, but also to eliminate Russian capital and
influence," bne Intellinews quotes Technology and Development
Minister Waldemar Buda as saying in a statement.

The minister added that since expropriation was not possible under
the Polish constitution, the government decided on a temporary
administration, bne Intellinews relates.  The move came upon the
request of Poland's counterintelligence agency ABW, local media
reported, bne Intellinews notes.

According to bne Intellinews, Mr. Buda also said the decision is
"necessary for the proper functioning of Europol Gaz" and will
ensure that there is "decision-making paralysis in the company"
while "security of critical infrastructure intended for gas
transmission" remains intact.




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

CAJA CANTABRIA I: Moody's Ups Rating on EUR3.5MM Cl. D Notes to Ba1
-------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of three notes
in AyT Colaterales Global Hipotecario Caja Cantabria I. The
upgrades reflect the increased levels of credit enhancement for the
affected notes and better than expected collateral performance.

The maximum achievable rating is Aa1 (sf) for structured finance
transactions in Spain, driven by the corresponding local currency
country ceiling of the country.

Moody's affirmed the rating of the Class A Notes that had
sufficient credit enhancement to maintain their current rating.

EUR203.5M Class A Notes, Affirmed Aa1 (sf); previously on Dec 27,
2018 Affirmed Aa1 (sf)

EUR12.7M Class B Notes, Upgraded to Aa2 (sf); previously on Dec
27, 2018 Upgraded to A1 (sf)

EUR10.3M Class C Notes, Upgraded to Baa3 (sf); previously on Dec
27, 2018 Upgraded to Ba3 (sf)

EUR3.5M Class D Notes, Upgraded to Ba1 (sf); previously on Dec 27,
2018 Upgraded to Caa3 (sf)

RATINGS RATIONALE

The upgrade action is prompted by the increase in credit
enhancement for the affected tranches, as well as decreased key
collateral assumptions, namely the recovery rate and portfolio
Expected Loss (EL) assumptions, due to better than expected
collateral performance.

Moody's affirmed the rating of the Class A Notes that had
sufficient credit enhancement to maintain their current rating.

Increase in Available Credit Enhancement

Pool amortization and a non-amortising reserve fund have led to an
increase in the credit enhancement of the upgraded tranches since
the previous rating action: for the Classes B, C and D Notes to
23.5%, 13.4% and 10.0% as of September 2022, from 17.2%, 8.6% and
5.6% in December 2018 respectively.

The transaction switched from sequential to pro-rata amortization
in March 2021, reverting to sequential again in March 2022. The
transaction will remain amortizing sequentially, unless the reserve
fund will be fully funded and, while Classes B, C and D remain
outstanding, the 90 days plus arrears currently standing at 1.4%
fall below certain thresholds on current portfolio balance again
(i.e. 1.25%, 1.00% and 0.75% respectively).The likelihood of a
prolonged reversal to pro rata payment is also limited because the
spread guaranteed by the swap (0.5% per annum) is already very
close to the continuously increasing weighted average coupon of the
notes.

The interest payment on Class B, C and D would be deferred to a
more subordinated position below the principal payment of the notes
but still benefiting from drawing on the reserve fund, in case the
cumulative defaults reach respectively 10.0%, 7.0% and 5.0% of
original portfolio balance. The cumulative default rate is at 4.12%
as a percentage of original balance.

These factors increase the probability for the junior notes to not
receive timely payment of interest.

Revised Key Collateral Assumptions

As part of the rating action, Moody's reassessed its lifetime loss
expectation for the portfolio reflecting the collateral performance
to date.

The performance of the transaction has continued to be stable since
the last rating action in December 2018, although with an increase
in 90 days plus arrears in September 2022. Total delinquencies have
increased in the past year, with 90 days plus arrears currently
standing at 1.4% of current pool balance as of September 2022,
compared to 0.4% in March 2022. However, cumulative defaults
currently stand at 4.12% of original pool balance, stable at that
same level since September 2019. The observed recoveries stand at
approximately 94% of cumulative defaults.

Moody's increased the recovery rate assumption to 60.0% from 50.0%
and decreased the expected loss assumption to 3.00% as a percentage
of original pool balance from 3.54% due to improving collateral
performance. The MILAN CE assumption remains unchanged.

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
July 2022.

The analysis undertaken by Moody's at the initial assignment of
ratings for an RMBS security may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage.

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

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

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




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

ALPHA TOPCO: Moody's Upgrades CFR to Ba3, Outlook Remains Positive
------------------------------------------------------------------
Moody's Investors Service has upgraded the corporate family rating
of Alpha Topco Limited (Formula One or the company) to Ba3 from B1
and upgraded the company's probability of default rating to Ba3-PD
from B1-PD. The outlook remains positive.

Moody's decision to upgrade the CFR to Ba3 with a positive outlook
is driven by (1) Formula One's (F1)  stated intention to use USD502
million of cash on balance sheet to repay debt that will result in
around 0.8x of de-leveraging (as estimated by the company), with
reported gross leverage of 3.8x from 4.5x for the last twelve
months ended September 30, 2022, on a pro-forma basis; (2) strong
revenue and EBITDA growth prospects for the business in 2023 with
steady growth expected thereafter; (3) continued de-leveraging
expected over the next 12-18 months in spite of potentially some
dividends to Liberty Media Corporation; and (4) the refinancing of
its capital structure with debt maturities being extended to
2027/2029 from 2024, although interest rate on the new debt will be
higher than existing.

The company is in the process of refinancing its USD2.9 billion
Term Loan B facility, issued by its subsidiary Delta 2 (Lux)
S.a.r.l., and USD500 million first lien revolving credit facility,
which is expected to be refinanced with a combination of a new
USD725 million Term Loan A (with an expected maturity of
approximately 5 years), a USD1.7 billion Term Loan B (with an
expected maturity of approximately 7 years) and a USD500 million
revolving credit facility (with an expected maturity of
approximately 5 years), and the use of approximately USD500 million
of cash on F1's balance sheet..              

"We expect F1's Moody's adjusted gross leverage to reduce to 4.0x
at the end of 2022 compared to 6.3x at the end of 2021, helped by
strong EBITDA growth and debt reduction. The business has strong
growth prospects underpinned by new contract wins, contract
renewals and the expansion of the race calendar and that should
support further improvement in credit metrics over the next 12-18
months." says Gunjan Dixit, Vice President -- Senior Credit Officer
and lead analyst on F1.

RATINGS RATIONALE

The revenues and EBITDA for F1 have grown by 35% and 40% in the
first nine months of 2022. F1 is benefiting from strong levels of
fan engagement and race attendance, with most races in the first
nine months of 2022 sold out, as many as 10 events year to date
having attendance of greater than 300,000, and the company
expecting further strong audiences at the final 2 races of the
season in Brazil and Abu Dhabi. The Paddock Club is also having a
strong year, boosting Hospitality revenues to levels well above
pre-COVID times. This strong performance suggests that F1 is likely
to achieve robust revenue growth of over 20% in 2022 versus 2021.

Moody's currently expects F1's revenues to grow by more than 30% in
2023 and another 4% in 2024. This strong growth expectation for
2023 is underpinned by the 24 races scheduled, including the new
Las Vegas GP in the race calendar. The ticket sales for the Las
Vegas event are already over-subscribed and the sponsor pipeline
for the event is also strong. In addition to Las Vegas GP, 3
multi-year contracts have been signed since the start of 2021 for
new races in Imola and Miami, which both joined the calendar in
2022, and Qatar, which will be added in 2023. The company has also
negotiated 11 renewals and extensions of existing race agreements
in that period, including those in Australia, Mexico, Monaco, Abu
Dhabi, Singapore.

The company has also successfully secured new and renewed contracts
with broadcasters and sponsors. These include media rights
contracts with Sky Sports for Italy (2027), Germany (2027) and the
UK (2029), ESPN in the US (2025) and Canal+ in France (2029). The
company also renewed and/or upsold packages with existing
sponsorship partners, including further arrangements with its
existing global partner Aramco (Saudi Arabian Oil Company - A1
stable) to support the use of sustainable fuels in Formula 2 and
Formula 3, together with a multi-year renewal of the sponsorship
deal with AWS, who become a global partner. Total race attendance
is estimated to reach around 5.5 million in 2022, which would
represent an increase of 35% compared to 2019, whilst the sport's
popularity in the US has grown substantially. F1's average active
F1TV OTT service subscribers have also grown materially in the
first nine months of 2022 compared to end of 2021.

The company's EBITDA margin should also see some improvement in the
next 12-18 months supported by the favorable 2021 Concorde prize
fund mechanism that results in accelerated Adjusted EBITDA margin
growth, as the Prize Fund as a percentage of Pre-Team EBITDA will
fall as Pre-Team EBITDA increases. Moody's expect F1 to generate
healthy cash flow before factoring in any dividends to
shareholders. This suggests that the company's credit metrics will
strengthen further over the next 12-18 months from the forecast
4.0x Moody's adjusted gross leverage at the end of 2022.

In the context of expected strengthening of financial metrics, the
company's financial policy is an important factor in Moody's
assessment. Moody's rating is based on the expectation that the
company's leverage in 2023 and beyond will remain substantially
below the maximum target of 5.0x net leverage set by its ultimate
shareholders, Liberty Media Corporation (LMC). In this regard,
Moody's understands that LMC currently has no intention to re-lever
the F1's balance sheet with share buy-backs or other distributions.
The liquidity at LMC remains robust. Although it is likely that F1
will distribute some excess cash to shareholders in the near-term,
Moody's rating and outlook assume that this will not deter the
de-leveraging potential of the business facilitated via strong
EBITDA growth.

LIQUIDITY

F1's liquidity profile is solid. As of September 30, 2022, the
company had USD1,115 million of cash on balance sheet, which is
expected to fall to USD613 million after the refinancing but before
fees, as well as access to an undrawn committed USD500 million
revolving credit facility, which is to be renewed as part of the
refinancing. After the completion of the refinancing transaction
and the repayment of USD500 million of debt, other than modest
amortization of the new Term Loan A, the company will have no
material debt maturities until the unamortised balance of the new
Term Loan A matures after 5 years, with the new Term Loan B having
7 year maturity and Moody's expects the company to remain solidly
cash generative. In addition, a further USD1.09 billion of cash and
cash equivalents was held at the Formula One Group within LMC as of
September 30, 2022, which, although outside the restricted group,
could provide further sources of liquidity if required.

ENVIRONMENT, SOCIAL AND GOVERNANCE CONSIDERATIONS

Moody's has raised the credit impact score of CIS-4 for F1 to
CIS-3. This is driven by an improvement in the governance score for
the company from G-4 to G-3. The improved G-3 score is supported by
the company's recent announcement that it will reduce debt by
USD500 million and prioritize de-leveraging. Whilst it is likely
that the company will distribute excess cash to shareholders over
time, Moody's rating and outlook assume that there will be no
material re-leveraging through increased debt.

OUTLOOK

The positive outlook reflects Moody's expectations that the
company's adjusted gross leverage will reduce to below 4.0x over
the next 12 to 18 months. It assumes that free cash flow generation
and liquidity will remain strong and that there will be no
debt-funded distributions or acquisitions leading to a material
increase in leverage. The outlook further assumes that the company
continues to grow revenues and EBITDA and race viewership and
attendances also remain robust.

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

The ratings could be upgraded if the company's Moody's-adjusted
debt/EBITDA falls sustainably below 4.0x, with Moody's-adjusted
free cash flow (after capex and dividends) /debt sustainably above
15%, whilst maintaining solid liquidity. This would require a
tighter financial policy than the company's stated leverage
target.

The ratings could be downgraded if the company's Moody's-adjusted
debt/EBITDA increases sustainably above 5.0x and Moody's-adjusted
free cash flow/debt falls below 12%, or if there are signs of
weakening operating performance or liquidity.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.

COMPANY PROFILE

Alpha Topco Limited is the holding company for the group of
companies that exploit the commercial rights to the FIA Formula One
World Championship. For the first nine months of 2022, the
companies owned by Alpha Topco Limited generated revenue of around
USD1.8 billion. Alpha Topco Limited -- through its holding
companies Delta Debtco Limited and Delta Topco Limited -- is
controlled by Liberty Media Corporation.

ALTERA INFRASTRUCTURE: Brookfield to Keep Control After Emergence
-----------------------------------------------------------------
Altera Infrastructure won court approval of its bankruptcy plan,
which allows Brookfield Asset Management to retain ownership of the
company by swapping debt for equity.

According to Bloomberg, US Bankruptcy Judge Marvin Isgur in a
hearing said he would sign off on the plan pending creditor review
of some last-minute additions to the underlying documents.

The Debtors won approval Nov. 4, 2022, of a Plan that will
deleverage the Debtors' balance sheet by equitizing more than $1
billion in junior debt obligations, pay administrative and priority
claims in full, and render general unsecured claims at subsidiary
debtors unimpaired.

The Debtors sought Chapter 11 protection after reaching an
agreement with Brookfield (in its capacity as equity sponsor and
holder of 100% of the IntermediateCo Obligations) and 71% of the
bank lenders on terms of the Debtors' restructuring.  Brookfield
agreed to equitize $769 million of IntermediateCo Obligations in
exchange for 100% of the common equity in reorganized Altera
Parent.  Holders of Altera Parent unsecured notes were to receive
5-year warrants convertible into a portion of 7.6% of new common
stock.

The Plan was later amended to provide for the unsecured bondholders
to share up to 13% of the post-bankruptcy stock in Altera as well
as rights to buy additional stock, part of a compromise struck in
mediation late last September 2022.  Brookfield, as holder of the
IntermediateCo Notes, will receive (x) 87% of the new common stock
of Altera, subject to dilution on account of the management
incentive plan, the new warrants, and the rights offering, and (y)
100% of the new GP common stock.

The Debtors will conduct a rights offering for new common stock in
an aggregate amount up to $96.51 million.  The new common stock
purchased pursuant to the rights offering will be at a 40% discount
to settlement plan equity value of $363 million.

             About Altera Infrastructure L.P.

Westhill, United Kingdom-based Altera Infrastructure L.P. (NYSE:
ALIN-A) is a global energy infrastructure services partnership
primarily focused on the ownership and operation of critical
infrastructure assets in the offshore oil regions of the North Sea,
Brazil and the East Coast of Canada. Altera has consolidated assets
of approximately $3.8 billion comprised of 44 vessels, including
floating production, storage and offloading (FPSO) units, shuttle
tankers, floating storage and offtake (FSO) units, long-distance
towing and offshore installation vessels and a unit for maintenance
and safety (UMS). The majority of Altera's fleet is employed on
medium-term, stable contracts.

After agreeing to a debt-for-equity plan with bank lenders and
owner Brookfield, Altera Infrastructure LP and 37 affiliates sought
Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 22-90130) on
Aug. 12, 2022. Judge Marvin Isgur oversees the cases.

As of the petition date, the Debtors were liable for approximately
$1.6 billion in aggregate principal amount of funded debt.

Kirkland & Ellis LLP, Jackson Walker LLP, and Quinn Emanuel
Urquhart & Sullivan LLP serve as the Debtors' lead counsel, local
counsel, and special counsel, respectively.  The Debtors also
tapped Evercore Group LLC as investment banker and
PricewaterhouseCoopers LLP as tax compliance, tax consulting, and
accounting advisory services provider.  David Rush, senior managing
director at FTI Consulting, Inc., serves as restructuring advisor
to the Debtors.  Stretto is the claims agent.

The DIP Lenders are represented by Paul, Weiss, Rifkind, Wharton &
Garrison LLP, as counsel to the DIP Lenders, Ducera Partners LLC,
as financial advisor, and Porter & Hedges LLP, as their Texas
counsel.

The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors on Aug. 22, 2022.  The unsecured creditors
committee tapped Friedman Kaplan Seiler & Adelman, LLP and
Pachulski Stang Ziehl & Jones, LLP as legal counsel; and
AlixPartners, LLP as financial advisor.

A committee of coordinators was appointed under and as defined in
the appointment letter originally dated May 6, 2022, among Altera
Infrastructure LP and each member of the CoCom. The CoCom is
represented by Norton Rose Fulbright US, LLP and Norton Rose
Fulbright, LLP as legal counsel and PJT Partners (UK) Ltd. As
financial advisor.

The Noteholder Ad Hoc Group tapped Vinson & Elkins LLP and
Wachtell, Lipton, Rosen & Katz as its attorneys.

ASPIRE SUSSEX: Enters Administration, 200+ Jobs at Risk
-------------------------------------------------------
Russell Hargrave at ThirdSector reports that more than 200 jobs
could be at risk as a GBP4 million education charity prepares to go
into administration.

According to ThirdSector, Aspire Sussex says it has been forced out
of business by the "crippling impact" of Covid-19 and the
cost-of-living crisis.

The charity, which has provided adult education for the past 10
years, ceased operations last week and said it expected to go into
administration on Nov. 15, ThirdSector relates.

Aspire Sussex spent thousands of pounds from its reserves when
coronavirus hit the number of people using its services in 2020 and
2021, ThirdSector discloses.

Since then fewer students have returned because of rising costs
across the economy, the charity said in a statement, ThirdSector
notes.

The charity did not respond to a request for comment but its most
recent annual accounts say that in the year to the end of June 2021
it employed 215 people.

Aspire Sussex spent just over GBP4 million in each of the last two
years and raised about GBP3.9 million, ThirdSector states.

Its free reserves dropped from GBP250,000 in 2019/20 to GBP78,000
in 2020/21, according to ThirdSector.

The accounts say that this "falls considerably short of the target
level of six months' operating costs, so this remains a critical
point of focus for the forthcoming year", ThirdSector  relays.

It had "relied upon accumulated reserves to support the charity"
during the Covid-19 crisis, the accounts say.

Aspire Sussex says it has helped 30,000 people since it was founded
in 2012.


HS2: Lord Berkeley Wants Sunak to Put Line Into Administration
--------------------------------------------------------------
Peter Madeley at Express & Star reports that Rishi Sunak has been
urged to "put HS2 into administration" and immediately cease all
work on the line.

The call has come from Lord Berkeley, deputy chair of the Oakervee
Review into HS2, who cited "serious engineering problems" beneath
the route through Staffordshire as a reason for binning the
project, Express & Star relates.

The future of the budget-busting line, which will carve through
more than 40 miles of Staffordshire countryside, is set to come
under close scrutiny with government spending cuts due to be
announced this week, Express & Star discloses.

And Lord Berkeley, a long-standing critic of HS2, said it should be
immediately scrapped and replaced with a cross country route from
the West Midlands to the East, Express & Star notes.

According to Express & Star, in a letter to the PM, Lord Berkeley
references a meeting when then-Chancellor Mr. Sunak "expressed
concern about the spiralling costs of HS2".  He said: "Since then,
the problem has got even worse and it is haemorrhaging money at the
rate of nearly GBP200 million per week."

Among a series of problems, he says there are "serious engineering
problems" with limestone cavities beneath the route of Phase 2A in
Staffordshire, and with the salt mines under Phase 2B West, between
Crewe and Manchester, Express & Star relays.

Lord Berkeley says his latest cost estimate -- using the All
Construction Cost index published by the Office for National
Statistics (ONS) -- is GBP155.52 billion, Express & Star notes.

Most importantly, he added, there is still no up-to-date forecast
of passenger demand for this line, which does not deliver what
areas need the most -- reliable and faster routes from east to
west, Express & Star notes.


LIBERTY STEEL: Reaches Outline Deal with Creditors
--------------------------------------------------
Owen Walker, Sylvia Pfeifer and Robert Smith at The Financial Times
report that Sanjeev Gupta's Liberty Steel has reached an outline
deal with creditors in which they could recoup less than half of
the amount they lent to the beleaguered metals group.

According to the FT, the deal, whose details are still to be
thrashed out, would allow Liberty to fend off insolvency
proceedings that were due to take place this month.

Creditors would recoup a maximum of 55% of what they are owed,
though there is an expectation it would be significantly less than
that, the FT relays, citing people with knowledge of the talks.

Industrialist Gupta has spent much of the past 18 months trying to
fend off legal action that would dismantle his collection of global
metals businesses in order to repay debts linked to the collapse of
specialist finance firm Greensill Capital in March last year, the
FT discloses.

The FT has reported that loans made to Mr. Gupta's businesses from
Greensill that were later sold to Credit Suisse investors were made
on the basis of suspect invoices that have raised suspicions of
fraud.

The UK's Serious Fraud Office and French police are investigating
Gupta's GFG Alliance companies over suspected fraud and money
laundering, the FT states.  GFG has consistently denied any
wrongdoing.

UK winding-up proceedings brought by Liberty Steel creditors were
set to start on Nov. 30, having been pushed back by 30 days after
the two sides made progress in working out a settlement, according
to the FT.  But a judge on Nov. 14 postponed the hearing until
sometime next year to give both sides time to agree to the deal,
the FT notes.

Clients of Swiss bank Credit Suisse are owed US$1.2 billion by GFG
Alliance, Mr. Gupta's group of metals business that borrowed money
from a group of supply chain finance funds linked to Greensill, the
FT discloses.  In total, Mr. Gupta borrowed US$5 billion from
Greensill to finance the growth of a sprawling metals empire that
employs thousands of workers around the world, the FT states.


MARKS & SPENCER: Fitch Affirms & Then Withdraws 'BB+' IDR
---------------------------------------------------------
Fitch Ratings has revised Marks and Spencer Group Plc's (M&S)
Outlook to Stable from Positive, while affirming the retailer's
Long-Term Issuer Default Rating (IDR) at 'BB+' and simultaneously
withdrawing all ratings.

The change in Outlook captures its view of a deteriorating retail
outlook for 2023 with a more pronounced impact on M&S's clothing &
home (C&H) division than food division over the next 12 to 18
months, amid low consumer confidence and tightening discretionary
spend as the cost of living weighs in people's purchase decisions.
This, along with cost inflation, will hit profitability and
coverage ratios, which should however remain in line with the
assigned ratings.

The IDR reflects M&S's strong brand, well-established position in
clothing and food, improving omni-channel capabilities, and
leverage that is already in investment-grade (IG) territory,
supported by a prudent financial policy. M&S has good financial
flexibility to fund its continuing business transformation
requirements, which should support an IG rating in future, albeit
outside its forecast horizon.

Fitch has withdrawn the ratings for commercial reasons and will no
longer provide analytical coverage or ratings of M&S.

KEY RATING DRIVERS

Deteriorating Retail Outlook: Fitch believes that M&S, in
particular its C&H division, will be hit by tightening
discretionary spend on eroded disposable income and low consumer
confidence as the UK economy shrinks. This, together with store
closures, has led us to conservatively forecast a 15% drop in C&H
revenue for financial year to March 2024, although this will be
partly mitigated by M&S's strong value brand perception. Fitch
expects only a marginal fall in food revenue, as inflation and
additional store space largely offset like-for-like (lfl) volume
decline from customers trading down.

Lowered EBITDA Forecast: Fitch has lowered EBITDA (post rents)
forecast by around GBP200 million to under GBP700 million for FY24
due to weak revenues and cost inflation. Its conservative forecast
of a 190bp decline in EBITDA margin over the next two years (to
FY24) captures wage and energy cost inflation and investment in
value to maintain competitiveness, although Fitch expects most of
cost of goods sold inflation in food to be passed on to customers
via price increases eventually. Cost-saving initiatives, as part of
the announced GBP400 million programme over the next five years,
should also help mitigate some of the cost inflation. Fitch expects
subsequent EBITDA recovery towards GBP900 million as volumes
gradually recover by FY26.

Weaker Fixed Charge Cover Ratio: Fitch expects funds from
operations (FFO) margin of around 5% and FFO fixed charge cover of
around 2.5x, both lower than under its previous rating case but
still in line with the ratings. Its rating case incorporates
declining rental costs as M&S progresses with its store rotation
programme, under which it plans to reduce its full line stores by a
further 67 to 180 by FY28, while opening high-productivity food
stores.

Leverage Headroom: Fitch expects FFO net adjusted leverage to
remain slightly below the 3.5x threshold that is commensurate with
an IG rating. This will depend on trading performance, use of cash
balances and its dividend policy. Its rating case assumes GBP400
million capex per year and dividend re-instatement from FY25. M&S
bought back around GBP150 million debt in 1H23, and its rating case
incorporates refinancing of its remaining GBP200 million notes due
in 2023.

Restructuring Benefits: Performance in FY22 was strong due to both
post-pandemic recovery and progress on its longstanding
restructuring initiatives focused on cost optimisation, store
estate management, digital capability enhancement and right-sizing
the organisation. M&S's efforts to achieve a structurally lower
cost base should position it well to achieve higher profitability
in the future.

Strong Position to Defend: M&S benefits from strong brand
recognition in food and a well-established market position in
clothing. Many UK consumers associate M&S Food with excellent
quality. Basket sizes in FY22 remained above pre-pandemic levels.
Fitch expects management will continue to adapt its product offer
to changing customer demands and towards more affordable products
for families. In addition, M&S benefits from being the
second-largest UK clothing retailer, with a simplified product
range and a larger full price sales mix.

Omnichannel Important: M&S is enhancing its omni-channel
capabilities as C&H online sales grow and stores accommodate a
portion of online orders, while growing numbers of its Sparks
reward scheme members enable M&S to use customer data to drive more
personalised marketing. Fitch views its joint-venture with Ocado as
a vital channel to withstand fierce competition in the UK and to
maintain its position given a secular shift towards online food
shopping.

While Fitch does not expect sizeable net cash inflows from the JV
over the rating horizon due to planned investments in expanding
capacity, the JV has unlocked the online channel for M&S food
products at a crucial time, providing format diversification and a
stronger competitive position.

Disciplined Financial Policy: M&S has demonstrated good financial
discipline by suspending dividends during the pandemic and despite
strong FY22 performance. This was in light of some trading
uncertainty and its objective to return to an IG rating. The
dividend suspension, combined with the UK government support
received (eg. furlough payments and business rate relief) have
contributed to a large accumulation of cash on its balance sheet,
supporting financial flexibility.

DERIVATION SUMMARY

M&S is comparable to Spain-based El Corte Ingles, S.A, (ECI),
reflecting a similar scale, diversified offering and multi-channel
capabilities. ECI has been more affected by the pandemic and it is
significantly more exposed to discretionary spending, although less
to online competition. Fitch expects ECI's FFO adjusted net
leverage to be higher than M&S's as business trends and margins
normalise.

Until recently M&S was rated above north American peers Dillard's,
Inc. (BBB-/Stable) and in line with Macy's Inc. (BBB-/Stable),
which were upgraded following exceptionally strong margins in 2021
related to a strong rebound in activity after lockdowns and reduced
promotional expenses, which have enabled them to reduce leverage.

KEY ASSUMPTIONS

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

- Group revenue to grow by low single-digits in FY22, followed by a
mid-single-digit decline in FY23, driven by a recessionary
environment and low consumer confidence. Inflation and space growth
are expected to help offset most of the lfl volume decline in food.
Revenue to decline 15% in C&H UK division in FY24 on lower volumes
and space reduction. Low single-digit revenue growth in FY25 and
FY26 as the economy recovers

- EBITDA margins to decline 190bp between FY22 and FY24 amid volume
declines, price investment and cost inflation, which will be partly
offset by cost savings. Subsequent recovery towards 8% by FY26

- Working-capital outflow in FY23

- Capex of GBP400 million per year over FY23-FY26

- Return to paying dividends in FY25

RATING SENSITIVITIES

Not applicable as ratings are withdrawn

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: M&S's unrestricted cash available for
debt-servicing stood at GBP0.7 billion at 1H FYE23 (after
restricting GBP50 million of cash for intra-year working-capital
movements). In addition, liquidity is supported by an undrawn
GBP850 million revolving credit facility (reduced from GBP1.1
billion previously) maturing in June 2025.

M&S repurchased GBP150 million of its medium-term notes in 1HFY23.
Its debt maturity profile is evenly balanced with no material
maturities before 2025 (except for its GBP200 million notes
maturing in FY24).

ESG CONSIDERATIONS

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

   Entity/Debt              Rating           Prior
   -----------              ------           -----
Marks and Spencer
Group plc             LT IDR BB+ Affirmed      BB+

                      LT IDR WD  Withdrawn     BB+

                      ST IDR B   Affirmed      B

                      ST IDR WD  Withdrawn     B

   senior unsecured   LT     BB+ Affirmed      BB+

   senior unsecured   LT     WD  Withdrawn     BB+


NOMAD FOODS: Fitch Assigns 'BB+' Rating on USD700MM Term Loan
-------------------------------------------------------------
Fitch Ratings has assigned Nomad Foods US LLC's and Nomad Foods Lux
S.a.r.l.'s senior secured USD700 million term loan a final 'BB+'
rating with a Recovery Rating 'RR2'. These entities act as
co-borrowers and are fully-owned subsidiaries of Nomad Foods
Limited (Nomad, BB/Negative).

Proceeds from the newly issued USD700 million term loan and EUR130
million term loan were used to refinance a U.S. dollar term loan
maturing in 2024, leading to a neutral impact on leverage, but
extending its debt maturity profile.

The 'BB' Issuer Default Rating (IDR) of Nomad is supported by the
company's position as the largest frozen food producer in western
Europe, its strong free cash flow (FCF) generation, and adequate
interest cover metrics translating into solid financial flexibility
for the rating.

The Negative Outlook on the IDR reflects risks to Nomad's EBITDA
margin recovery, which if materialised may lead to leverage
permanently remaining above its negative rating sensitivity over
2022-2025. Nomad's EBITDA margin is under pressure from strong cost
inflation, which in Fitch's view the company may not be able to
fully pass on to consumers given stiff competition from cheaper
private labels in the frozen food category.

KEY RATING DRIVERS

Cost Inflation Erodes Profitability: Nomad, like the broader food
and beverages sector, is being challenged by increased raw material
and packaging costs. Its Fitch-adjusted EBITDA margin fell in 2021
and 1H22 as price increases lagged cost inflation.

In 1H22, Nomad's prices increased organically by only 2%, well
below the high-single-digit increases reported by its fast-moving
consumer goods peers, as it raised prices only at end-1Q22. Price
increases became more visible in 3Q22 as revenue grew organically
by 7.2%, which helped to partly offset cost inflation.

Risks to Margin Recovery: Nomad intends to fully recover its margin
in 2023 with another wave of price increases planned for 4Q22.
However, Fitch is cautious that it could take longer due to a
volatile commodity price environment and potential disruptions to
fish supplies from Russia. Fitch also sees execution risks related
to further price increases due to stiff competition from private
labels. This is reflected in the Negative Outlook on the rating.

Sales Volumes Decline: Nomad's organic sales volumes fell 1.6% in
2021 and 5.9% in 1H22 as demand for frozen food normalised after
having been boosted by the pandemic. Fitch estimates the impact of
normalising demand on the company's sales diminished from 2H22 and
that a 3.4% organic reduction in volumes in 3Q22 was due to demand
elasticity to price increases in 2022. The frozen food category has
a strong presence of private label, to which consumers may shift
from branded products when the price differential increases, and we
expect this to weigh on Nomad's sales volumes in 4Q22 and 1H23.

Slow Deleveraging: Funds from operations (FFO) gross leverage
jumped to 6.6x in 2021 (2020: 5.0x) as a result of the acquisition
of an ice cream and frozen food business in the Adriatic, which was
partly funded with debt. Nomad has made progress on the integration
and delivery of synergies but Fitch projects deleveraging will be
slower than Fitch expected last year due to significant cost
pressures. As a result, leverage will remain high and above its
negative rating sensitivity of 5.5x over 2022-2024.

Public Leverage Target: Nomad's net debt/EBITDA target of 3x-4x is
not fully commensurate with its 'BB' rating. However, Fitch does
not expect leverage to exceed its negative sensitivity if it is
managed towards the lower end of the range, which would be more in
line with historical levels. Nomad expects its leverage to fall by
end-2022 from 4x at end-1H22, as it has not carried out share
buybacks since 1Q22. This leads us to believe that Nomad will not
keep its leverage at the top of the range.

Strong FCF to Resume: Nomad's FCF will decline in 2022 mostly due
to working-capital outflows resulting from inventory build-up and
implementation of the EU unfair trading practice directive.
Nevertheless, Fitch projects strong FCF generation will be restored
in 2023, despite its EBITDA margin remaining below the 2021 level.
Projected FCF margin of above 7% is a credit strength and
favourably differentiates Nomad from sector peers. Healthy FCF
generation reduces the company's need for external funding for its
growth strategy and lowers refinancing risk.

No M&A in the Short Term: Inorganic growth remains an important
element of Nomad's strategy but Fitch expects it to focus on the
core business and on extracting synergies from its acquired ice
cream and frozen food assets. Once the operating environment
normalises, Fitch assumes that Nomad will use its accumulated cash
to acquire new assets or return cash to shareholders through its
USD500 million share buyback programme. Fitch therefore uses gross
instead of net leverage for rating sensitivities.

Leading European Frozen Food Producer: The ratings reflect Nomad's
business profile as the largest branded frozen food producer in
western Europe, with leading positions across markets and
categories. Its market share of 18% is more than two times its next
competitor's. Nomad also ranks third in branded frozen food
globally, after Nestle SA (A+/Stable) and Conagra Brands, Inc.
(BBB-/Stable). Nomad's market position and annual EBITDA of above
EUR400 million put it firmly in the 'BB' rating category.

Moderate Diversification: Nomad's geographic diversification across
Europe and frozen food products favourably differentiates it from
'B' category peers. The acquisition of Fortenova's frozen food
business in 2021 expanded geographical diversification to the
Adriatic and added ice cream to Nomad's portfolio. However, the
focus on one packaged food category (frozen food) and mostly mature
markets in one geographic region means business diversification is
weaker than investment-grade packaged food producers'.

DERIVATION SUMMARY

Nomad compares well with Conagra, which is the second-largest
branded frozen food producer globally, with operations mostly in
the U.S. Like Nomad's, Conagra's growth strategy is based on
bolt-on M&A. The two-notch rating differential stems from Conagra's
larger scale and product diversification as it also sells snacks,
which account for around 20% of revenue. Conagra's organic growth
profile is stronger than Nomad's and Fitch expects it to cope
better with cost inflation. This explains the difference in rating
Outlooks.

Nomad is rated higher than the world's largest margarine producer,
Sigma Holdco BV (B/Negative), despite its more limited geographical
diversification and smaller business scale. The rating differential
is explained by Nomad's lower leverage, proven ability to generate
positive FCF, and less challenging demand fundamentals for frozen
food than for spreads. Both ratings have a Negative Outlook,
reflecting the risk that deleveraging may be delayed by cost
inflation.

Nomad is rated below global packaged food and consumer goods
companies such as Nestle, Unilever PLC (A/Stable) and The Kraft
Heinz Company (BBB/Stable), due to its limited diversification,
smaller business scale and weaker financial profile.

KEY ASSUMPTIONS

Fitch's Key Assumptions within its Rating Case for the Issuer

- Organic revenue growth below 1% in 2022, followed by 2%-3% in
2023-2025, with price increases partly offset by volumes declines
due to demand elasticity

- EBITDA margin to decline in 2022 before gradually recovering to
2020 levels by 2025

- Capex at around 3% of revenue in 2022-2023, before gradually
declining to 2.5% over 2024-2025

- No dividends

- Share buybacks temporarily suspended in 2022 and then to be
completed over 2023-2024

- Accumulated cash to be used for bolt-on M&As

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Upgrade:

- Strengthened business profile via increased business scale or
greater geographical and product diversification

- Continuation of organic growth in sales and EBITDA

- FFO gross leverage below 4.5x or total debt/EBITDA below 3.5x on
a sustained basis, supported by a consistent financial policy

- Maintenance of strong FCF margins

Factors that Could, Individually or Collectively, Lead to the
Revision of Outlook to Stable:

- Visibility of EBITDA growth due to successful price increases

- FFO gross leverage below 5.5x or total debt/EBITDA below 4.5x on
a sustained basis, supported by a commitment to manage leverage
towards the lower end of the target range

Factors that Could, Individually or Collectively, Lead to
Downgrade:

- Weakening organic sales growth, resulting in market-share erosion
across key markets

- FFO gross leverage above 5.5x or total debt/EBITDA above 4.5x on
a sustained basis as a result of operating underperformance or
large-scale M&A

- A reduction in the EBITDA margin or higher-than-expected
exceptional charges leading to an FCF margin below 2% on a
sustained basis

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity, No Refinancing Risk: At end-September 2022,
Nomad had sufficient liquidity due to cash of EUR194 million and
EUR165 million available under an EUR175 million revolving credit
facility (of which EUR10 million is carved out as a guarantee
facility). Its only short-term debt maturity was related to a small
amortisation payment on its U.S. dollar term loan, which was
refinanced in November 2022.

Nomad does not have any significant maturities over the next four
years, following the recent refinancing.

Uplift to Senior Secured Rating: The single-notch uplift to the
senior secured rating of 'BB+' reflects Fitch's view of superior
recovery prospects supported by a moderate leverage profile, which
is partly offset by a lack of material subordinated, or first-loss,
debt tranche in the capital structure.

ESG CONSIDERATIONS

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

   Entity/Debt              Rating          Recovery      Prior
   -----------              ------          --------      -----
Nomad Foods Lux S.a.r.l.
  
   senior secured        LT   BB+  New Rating   RR2     BB+(EXP)

Nomad Foods US LLC

   senior secured        LT   BB+  New Rating   RR2     BB+(EXP)


UPPER SCALE: Director Gets 11-Year Disqualification Order
---------------------------------------------------------
The Insolvency Service on Nov. 11 disclosed that a director
misappropriated over GBP2 million from company funds, resulting in
the public purse losing out nearly GBP1 million.

Adrian Nunn, 55, from Orpington, has been disqualified as a
director for 11 years after he falsely accounted over GBP2.3
million in his company, The Upper Scale Limited, over a period of 6
years up to 2017.

The business supplied seafood to restaurants and cafes across the
London region but the firm ceased trading in February 2021 and went
into liquidation shortly afterward.

The company's liquidation, however, triggered an investigation by
the Insolvency Service and identified significant tax abuse.

Investigators uncovered that as a result of Nunn's actions, the
business owed GBP940,000 in unpaid tax at the point of
liquidation.

The Secretary of State for Business, Energy and Industrial Strategy
accepted a disqualification undertaking from Adrian Nunn, after he
admitted to misappropriating company funds to the detriment of the
public purse.  His ban is effective from October 14, 2022, and
lasts for 11 years.

The disqualification undertaking prevents him from directly, or
indirectly, becoming involved in the promotion, formation or
management of a company, without the permission of the court.

Elizabeth Pigney, Chief Investigator at the Insolvency Service
said:

"Adrian Nunn fell well short of the standards required of a company
director and has therefore been removed from the corporate arena
for a significant amount of time.

"His 11 year ban should serve as a clear warning that if you fail
to adhere to the tax regime, we will use our full powers to bring
you to account."


URBANDELI LTD: Sole Director Gets 12-Month Community Order
----------------------------------------------------------
The Insolvency Service on Nov. 15 disclosed that Philip John
Mottram, 55, from Sheffield, appeared at Sheffield Magistrates
Court on November 10, 2022, where he was sentenced before District
Judge Redhouse to a 12-month Community Order requiring 80 hours of
unpaid work in the community and up to 10 rehabilitation activity
requirement days. He also had to pay costs of GBP2,000 and Victim
Surcharge of GBP60.

The court heard that Mr. Mottram was the sole director of Urbandeli
Ltd, which traded as a cafe called Urban Deli on Campo Lane in
Sheffield, until the business went into liquidation in March 2017.

But liquidators discovered that Mr. Mottram had been banned as a
director for a year in April 2016, after a case had been brought
against him by Companies House for failing to provide a copy of the
company accounts.

Disqualified directors are banned from forming, managing or
promoting companies for the duration of their ban.  People who
breach the terms of the disqualification are committing a criminal
offence and could be fined and/or go to prison for up to 2 years.

Mr. Mottram also ignored requests by Urbandeli's liquidators to
hand over company books and records -- a legal requirement during a
company's liquidation.

The liquidators shared their findings with the Insolvency Service,
which triggered an investigation.  But Mr. Mottram failed to answer
investigators' questions about his role in the company while he was
banned as a director.

Following the investigation Mr. Mottram was charged with four
separate offences, but twice failed to turn up to court hearings,
which led to his arrest.

He previously pleaded guilty at Sheffield Magistrates Court to
failing to hand over company books to liquidators, and to being in
charge of a company during his one-year ban as a director.

Julie Barnes, Chief Investigator at the Insolvency Service, said:

"Philip Mottram had scant regard for his disqualification as a
company director, didn't cooperate with investigators and showed
little respect for the courts.

"This type of criminality has a huge impact on the confidence of
the UK Business community. Mottram's sentencing will be a warning
to others that the Insolvency Service is committed to bringing
lawbreakers to justice."



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

Troubled Company Reporter-Europe is a daily newsletter co-
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