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

                          E U R O P E

          Friday, November 25, 2022, Vol. 23, No. 230

                           Headlines



F R A N C E

TARKETT PARTICIPATION: Moody's Cuts CFR & 1st Lien Term Loan to B2
TECHNICOLOR CREATIVE: S&P Lowers ICR to 'CCC+', Outlook Negative
VALLOUREC SA: S&P Upgrades Long-Term ICR to 'B+', Outlook Stable


G E R M A N Y

KME SE: Fitch Affirms LongTerm IDR at 'B-', Outlook Stable
SCHENCK PROCESS: S&P Withdraws 'B-' Long-Term Issuer Credit Rating
TTD HOLDING III: Moody's Assigns 'B2' CFR, Outlook Stable


I R E L A N D

RYANAIR HOLDINGS: Egan-Jones Lowers Unsecured Ratings to BB


I T A L Y

ICCREA BANCA: S&P Raises Long-Term ICR to 'BB+', Outlook Stable


K A Z A K H S T A N

CENTRAS INSURANCE: Fitch Affirms IFS Rating at 'B', Outlook Stable


L U X E M B O U R G

PETRORIO LUXEMBOURG: Fitch Assigns 'BB-' LT IDR, Outlook Stable


R O M A N I A

PROSPECTIUNI: Returns to Profit After Court Ends Reorganization


S P A I N

TIMBER SERVICIOS: S&P Alters Outlook to Negative, Affirms 'B' ICRs


U N I T E D   K I N G D O M

ARJOWIGGINS CHARTHAM: Creditors Unlikely to Recover Money Owed
BEDFORD HOTEL: George Best Sale Process at Advanced Stage
COLT GROUP: Moody's Puts 'Ba2' CFR on Review for Downgrade
MOODBEAM: Pagabo Acquires Business Out of Liquidation
NEWDAY BONDCO: Moody's Gives B2 Rating to New Senior Secured Notes

ORION WINDOWS: Bought Out of Administration, 16 Jobs Saved
WORCESTER WARRIORS: Owes More Than GBP30 Million to Creditors
[*] UK: Corporate Insolvencies Up 15.7% Month-on-Month, R3 Says


X X X X X X X X

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

                           - - - - -


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F R A N C E
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TARKETT PARTICIPATION: Moody's Cuts CFR & 1st Lien Term Loan to B2
------------------------------------------------------------------
Moody's Investors Service has downgraded Tarkett Participation's
ratings including its corporate family rating to B2 from B1 and its
probability of default rating to B2-PD from B1-PD. Concurrently,
Moody's has downgraded to B2 from B1 the instrument ratings on its
EUR900 million equivalent 7-year senior secured first lien term
loan B due 2028 and a EUR350 million 6.5-year senior secured first
lien revolving credit facility (RCF) due 2027. The outlook on all
ratings changed to stable from negative.

RATINGS RATIONALE

The rating action reflects Tarkett weaker than expected free cash
flow (FCF) generation in 2022 due to working capital build up and
the rating agency's expectation that credit metrics will be more
commensurate with a B2 rating over the next 12-18 months, including
debt/EBITDA between 5.5x-6.0x and EBITA/interest between 1.5-2.0x.
The stable outlook is supported by the adequate liquidity and
Moody's expectation that Tarkett will generate positive FCF in
2023.

The rating action also reflects Moody's expectation that demand for
Tarkett's products will reduce in 2023, namely in Europe due to
weaker macroeconomic conditions. This will make it difficult for
Tarkett to improve EBITDA next year although Moody's believe that
lower volumes in Europe will be partly offset by more stable demand
in North America as well as in the growing Sports segment. Here,
the company is primarily exposed to the more resilient commercial
market. The rating agency also expects that Tarkett will manage to
offset higher energy and labor costs in 2023 thanks to cost saving
initiatives and selective increase in selling prices. This coupled
with the repayment of the revolving credit facility will reduce
Moody's adjusted gross leverage to 5.5x-6.0x over the next 12-18
months compared to around 6.7x as of September 2022 more adequately
positioning Tarkett in the B2 rating.

The rating continues to be supported by its broad product offering
in the flooring segment, with good end-market and geographical
diversification and management dedication to improve profitability
levels that have been under pressure over the last years. At the
same time, the rating is constrained by weaker profitability than
peers and limited track record of sustained EBITDA growth, as well
as by Tarkett's exposure to Russia (10% of revenue in 2021) with
limited access to cash held in the country.

LIQUIDITY

Tarkett's liquidity is adequate, with a cash balance of EUR205
million at September 2022 and a EUR88 million undrawn portion of
the total EUR350 million revolving credit facilities (RCF). The
rating agency expects that Tarkett will manage to release working
capital in Q4-22 reflecting the usual seasonality of the business
and management actions to reduce inventory. Liquidity is further
supported by Moody's expectations that Tarkett will generate
positive FCF in 2023 thanks to working capital release and no
imminent refinancing risk as the RCF and TLB are due in 2027 and
2028 respectively.

STRUCTURAL CONSIDERATIONS

Tarkett's capital structure consists of EUR900 million equivalent
senior secured first lien term loan B and a EUR350 million senior
secured first lien RCF, both rated in line with the CFR. The
instruments share the same security package, rank pari passu and
are guaranteed by a group of companies representing at least 80% of
the consolidated group's EBITDA. The security package, consisting
of shares, bank accounts and intragroup receivables, is considered
as limited. The B2-PD is at the same level as the CFR, reflecting
the use of a standard 50% recovery rate as is customary for capital
structures with first-lien bank loans and a covenant-lite
documentation.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectations that credit
metrics will be in line with the levels commensurate with the B2
rating over the next 12-18 months including Debt/EBITDA between
5.5x-6.0x and EBITA interest between 1.5x-2.0x. The stable outlook
also reflects Moody's expectations that Tarkett will generate
positive FCF in Q4 but still resulting in substantial negative FCF
in 2022 and that FCF generation will be positive in 2023.

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

The rating could be upgraded if Tarkett's Moody's-adjusted
debt/EBITDA reduced to around or below 5.0x on a sustained basis;
Moody's adjusted EBITA margin improves sustainably above the
mid-single digit range in percentage terms; Moody's-adjusted
FCF/debt improves above 5% on a sustained basis resulting in good
liquidity.

A downgrade is likely if Tarkett's profitability deteriorates
leading to Moody's-adjusted debt/EBITDA above 6.0x on a sustained
basis; EBITA/Interest reduces below 1.5x; Moody's-adjusted FCF
deteriorates, further weakening the liquidity position.

LIST OF AFFECTED RATINGS

Issuer: Tarkett Participation

Downgrades:

LT Corporate Family Rating, Downgraded to B2 from B1

Probability of Default Rating, Downgraded to B2-PD from B1-PD

Senior Secured Bank Credit Facility, Downgraded to B2 from B1

Outlook Actions:

Outlook, Changed To Stable From Negative

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in Paris, Tarkett Participation (Tarkett) is a global
designer and manufacturer of flooring products, with a focus on
resilient flooring, including luxury vinyl tiles (LVTs), commercial
carpets, wood, sport surfaces and flooring accessories. The company
has 33 production facilities across 17 countries worldwide, with
eight recycling plants, 24 R&D laboratories and a large network of
distribution centers. It provides its products to a wide range of
end-markets, such as healthcare and care homes, education,
workplace, hospitality, sports and residential. In 2021, the
company reported revenue of EUR2.8 billion and around EUR230
million EBITDA.

TECHNICOLOR CREATIVE: S&P Lowers ICR to 'CCC+', Outlook Negative
----------------------------------------------------------------
S&P Global Ratings lowered to 'CCC+' from 'B' its long-term issuer
credit and issue ratings on Technicolor Creative Studios (TCS), a
Euronext Paris listed provider of visual and animation studio
effects (VFX), and the EUR624 million-equivalent term loan (TL) due
in 2026.

The negative outlook reflects the risk of a further downgrade if
the company's liquidity situation deteriorates further or if it
breaches its covenant.

S&P said, "Due to the material downward revision of EBITDA, we view
TCS' liquidity as weak, even after factoring in potential cost
cutting (including staff and capital expenditure), and believe TCS
could breach its first lien debt covenant unless it obtains an
amendment. TCS is due to report, on Nov. 30, 2022, its liquidity
position for the end of the third quarter, following its spin-off
and initial public offering, which closed at the end of September
2022. On that occasion, it will also give detailed guidance
reflecting its lower EBITDA. Under our base case, the company's
uses of cash are likely to exceed its sources in the next 12
months. Under its revised 2022 and 2023 EBITDA guidance, we believe
the company is also likely to breach its first lien debt
maintenance covenant unless it receives a waiver or amendment from
lenders." That covenant sets first lien TL and the revolving credit
facility (RCF) to adjusted EBITDA (before leases and restructuring,
as calculated under the credit agreement) at 5.75x and is tested
semi-annually from June 30, 2023.

The steep earnings revision for 2022 includes an expectation that
operational issues and a high level of staff departures will affect
the completion of visual and animation studio effects projects. The
net EBITDA reduction of about EUR70 million-EUR75 million, against
TCS' initial 2022 guidance, primarily reflects staff issues,
including management weaknesses and lower efficiency following the
departure of several employees. TCS indicated that an unprecedent
level of attrition across its film and episodic visual effects
(FEV) and advertising activities accelerated in October and is
likely to remain a challenge over the current quarter and into
2023. At the same time, the company is struggling to hire new staff
due to intense competition for talent. That competition is the
result of increasing demand for people specializing in VFX due to
increased demand for content. This has caused delays to customer
projects, including for large studios, and required additional
resources at extra cost for TCS. S&P anticipates these costs will
be only slightly offset by cost-control and cash-saving initiatives
that are due to be detailed by TCS during its third quarter
earnings call on Nov. 30, 2022.

TCS will lose a significant portion of new activity if it does not
resolve its capacity issue in 2023, despite a sound pipeline of
activity. S&P said, "We believe TCS' FEV and advertising activities
will suffer from capacity constrains until at least the first half
2023. While global demand for film and TV production projects
remains robust, existing studios and clients may be reluctant to
allocate new activity to TCS until existing projects are delivered
and staffing issues are resolved. We forecast S&P Global
Ratings-adjusted EBITDA (including operating leases) will drop to
EUR70 million-EUR75 million in 2022 and 2023, from a forecast
EUR135 million-EUR175 million."

S&P said, "We assess TCS' Management and Governance score as weak.
This is because we attribute TCS' difficulties and material
earnings revision to deficiencies in its organization and approach
to employment (development, retention, and recruitment). We believe
this is caused by weaknesses in staff management and oversight,
together with poor strategy execution. This impacts TCS' capacity
to win new projects and its margin, in turn creating pressure on
liquidity and the risk of a covenant breach. We consider it
critical that management mitigate the risk of further departures,
address staffing and retention issues, and strengthen
organizational practices. At the same time, we believe TCS still
benefits from proven expertise and a track record as a leading
independent player capable of delivering quality content at scale."
It also has strong relationships with key global studios and
emerging platforms.

The negative outlook reflects the risk of an additional downgrade
if the liquidity situation deteriorates further or if the covenant
is breached.

S&P said, "We could lower the rating if TCS' liquidity position
deteriorates further due to weaker revenues, more employee
departures, the loss of projects, or higher costs leading to a
greater cash deficit. We could also lower the rating if the company
fails to obtain an amendment to its first lien debt covenant and
breaches the covenant, resulting in a default.

"We could revise the outlook to stable if TCS improves its
liquidity position. This could result from the company obtaining an
amendment to its covenant, successfully addressing the staffing and
retention issues affecting its margin and ability to win new
projects, and through improved free cash flow generation or a cash
injection."

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

S&P said, "Social credit factors are now a moderately negative
credit consideration in our rating analysis of TCS. The retention
and hiring of qualified VFX technicians, amid a shortage of talent,
resulted in the delay of some projects, thereby affecting the
company's budgeted revenue and earnings over 2022. Existing clients
and studios may not be willing to provide TCS with new projects
until existing projects are delivered, which led the issuer, in
turn, to announce a material reduction in its earnings guidance for
2022 and 2023. Additionally, governance credit factors are now a
very negative credit consideration in our rating analysis as
significant employee attrition caused by insufficient management
oversight and execution during third quarter 2022 have been an area
of concern and led to significant constraints, weak liquidity, and
the risks of a covenant breach."

VALLOUREC SA: S&P Upgrades Long-Term ICR to 'B+', Outlook Stable
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S&P Global Ratings raised its long-term issuer credit rating on
Vallourec S.A. to 'B+' from 'B' and its issue rating on its senior
unsecured notes to 'BB-' from 'B+'. S&P also affirmed its 'B'
rating on its commercial paper program.

The stable outlook balances the company's promising outcomes, once
it completes its strategy, with the execution risk, as well as
increasing concern of a global recession in 2023

S&P said, "We expect further positive momentum for Vallourec's
business over 2023, with EBITDA increasing about 25% from 2022
levels. The company's results for the first nine months of 2022
showed performance remained in line with our previous projection in
May of about EUR700 million reported EBITDA for the full year
(excluding restructuring costs). We also revised our projections to
about EUR900 million in 2023 (excluding restructuring costs)."
Although the world economy is now heading to a recession next year,
S&P believes that Vallourec would benefit from:

-- Healthy natural gas prices of above $5 per million British
thermal units (/mBtu) in the U.S. and bans on Russian pipes. S&P
now expects the company's U.S. profitability to decline about
10%-15%, after it increased tube prices in each quarter this year.
That said, S&P may see upside if prices turn higher than expected.

-- Mining operations going back to nameplate capacity. S&P now
expects production of at least 7 million metric tons (mt) in 2023
compared to 4 million mt in 2022. However, iron ore prices are
expected to soften to about $90 per ton (/ton) from $100/ton in the
same period.

-- The transformation of its production sites (between Europe and
Brazil) being well on track. It should be completed within the
original timeline (first-quarter 2024).

The new strategy is intended to be cycle proof and benefit from a
reshaped cost base. Vallourec has now finalized its social plan
agreements in Europe and intends to implement initiatives in other
regions including Brazil. It is also focusing on closing its German
operations (including selling its real estate) and reducing global
headcount in the near term, which could mean sustainable EBITDA
improvements. The company targets a EUR230 million run-rate EBITDA
improvement plus an about EUR20 million capital expenditure (capex)
reduction with full effect from second-quarter 2024. The next
milestone to monitor is the ramp up of production in Brazil. When
the company's plan is completed, S&P estimates EBITDA could move as
low as EUR400 million before free cash flow turns negative.

Working capital may slow the company's deleveraging. Vallourec
continues to target a net-debt-free capital structure in the medium
term. At Sept. 30, 2022, the company reported EUR1.5 billion of net
debt versus EUR1.0 billion at the start of the year. This increase
was mainly linked to massive working capital outflows of about
EUR540 million. S&P said, "However, we don't view this negatively
but see it as a demonstration of the healthy environment, with the
recent outflow potentially turning to a material inflow if demand
softens. In 2023 the company will see material restructuring costs.
Under our current projections, assuming working capital returns to
normal levels of about EUR1 billion (trade receivables plus
inventory minus payables) compared to the current EUR1.6 billion,
we expect Vallourec will be net debt free as early as year-end
2025. We note this process could be accelerated with the completed
sale of German real estate."

The stable outlook balances the company's promising outcomes, once
it completes its strategy, with the execution risk, as well as
increasing concern for a global recession in 2023. Our rating
assumes expanding EBITDA and a continued favorable market
environment in the next 12 months while the company focuses on
transforming its portfolio and business operations.

S&P said, "Under our base-case scenario, in 2023, we expect
reported EBITDA to expand to about EUR900 million (excluding
restructuring costs) and material free operating cash flow. As a
result, we expect adjusted debt to EBITDA of 2.0x-3.0x, or about
2.0x if we net all cash except for EUR150 million that we consider
a sustainable minimum cash position.

"For the current rating, we expect the company to maintain adjusted
debt to EBITDA of 3x-4x (using sustainable cash levels) on average
over the cycle, with the metric not exceeding 4x during
downturns."

S&P would see downside rating pressure if:

-- Demand for the company's products, or operational issues,
prevent EBITDA from increasing in 2023.

-- Implementation of the transformation program is more complex
than expected.

Triggers for an upgrade could include:

-- Tangible progress on the transformation program, for example,
ramping up production in Brazil and shutting down operations in
Europe.

-- Receiving all necessary regulatory approvals to operate the
iron ore mines in Brazil at close to nameplate.

-- Adjusted EBITDA of about EUR700 million over the cycle with a
minimum of about EUR500 million during the lower part. These levels
should ensure positive free cash flow (excluding changes in working
capital) at any stage during the cycle.

-- Management's commitment to a further reduction in net debt. S&P
views adjusted debt to EBITDA of about 3x (on average over the
cycle under normal conditions and working capital) as supporting a
higher rating.

-- Vallourec demonstrating reduced earnings volatility through the
cycle.

-- Continued prudent liquidity management.

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




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G E R M A N Y
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KME SE: Fitch Affirms LongTerm IDR at 'B-', Outlook Stable
----------------------------------------------------------
Fitch Ratings has affirmed German-based manufacturer KME SE's
Long-Term Issuer Default Rating (IDR) at 'B-' and senior secured
rating at 'BB-'/'RR1'. The Outlook on the IDR is Stable.

The ratings affirmation and Stable Outlook reflect the company's
improving leverage and profitability metrics. Fitch expects KME's
EBITDA leverage ratio to be within rating sensitivities, despite
the expected economic slowdown in Europe in 2023 and KME's high
exposure to the German market, which is vulnerable to the energy
crisis. The leverage profile will be supported by price increases
and a timely debt service based on a new capital structure, which,
however, will be offset by the weakening economic environment in
2023. The refinancing of the remaining EUR110 million of KME's
EUR300 million senior secured notes (SSN) due in February 2023 is
progressing, and Fitch expects the process to be finalised in the
next few weeks.

KME's IDR is constrained by the volatility of copper product
manufacturing, and, in effect, by KME's dependence on copper
prices, its weak profitability and cash flow generation relative to
peers, reflecting KME's position in the value chain.

KEY RATING DRIVERS

Improving Leverage Profile: Fitch forecasts EBITDA leverage at
about 4.1x in 2022 and 3.4x in 2023 compared with 8x-12x reported
in the past, driven by the expected lower debt quantum by nearly
EUR100 million by end-2022 (vs 2021) and profitability improvement.
Fitch expects the divested EBITDA of special and wire businesses
will be compensated for by price increases, above the inflation
rate and with full effect in 2023, and the acquisition of part of
Aurubis AG flat-rolled products in July 2022. However, this will be
slightly offset by the expected weak economic environment in
Europe.

Deleveraging Under New Capital Structure: After redemption of the
remaining EUR110 million SSN, a new capital structure will be
composed of bank loans and working capital facilities. Fitch
believes the deleveraging path to about 3.0x in 2024 will be driven
by loan amortisations and the economy stabilisation. However, this
path is likely to extend beyond 2024 in case of a deeper economic
slowdown with an energy rationing scenario likely to be relevant
for non-critical product manufacturers. KME with its over 60% of
net added value generation (revenue less metal costs) in Germany,
albeit mitigated by a limited gas usage, is likely to be affected
directly or indirectly through lower activity of its customers due
to the energy crisis.

Deviations from the expected deleveraging path due to the energy
crisis will affect liquidity and the debt service capacity and will
likely result in a negative rating action.

Refinancing Process in Progress: Fitch no longer views the
refinancing risk for KME's remaining EUR110 million SSN due in
February 2023 as high. The company has entered into a new EUR110
million amortising loan and is finalising a new EUR90 million sale
and leaseback to manage the refinancing risk. In parallel, the
borrowing base facility maturity is being extended by two years.
Fitch believes the refinancing process will be completed in next
few weeks.

In the future, the refinancing risk will refer to working capital
facilities on which KME heavily depends in daily operations. Fitch
views the ongoing access to borrowing base and factoring facilities
as critical for the liquidity management.

Improving but Still Low Profitability: KME's Fitch-adjusted EBITDA
margin (IFRS-based figure) of 4%-5% over the rating horizon is weak
compared with similarly rated peers. Despite a current structural
change in margins from the previous 2%-4% on the recent price
increases, KME's profitability remains vulnerable to growing energy
prices as well as other costs compared with peers, despite its
moderate energy expenses (2.8% of sales in June 2022 or 1.9% in
June 2021).

In the absence of the special division with historically better
margins than copper and copper alloy products, KME's profitability
profile maps a 'b-' midpoint, according to its Diversified
Industrials and Capital Goods Ratings Navigator.

Thin FCF Margin: Fitch expects the free cash flow (FCF) margin to
turn negative in 2022 due to high working-capital outflows, mainly
related to high copper prices and divested businesses. Thereafter,
Fitch forecasts a recovery to nearly 3% in 2023-2024 as working
capital changes stabilize, interest costs decrease on debt
amortization and non-recurring costs are limited. Fitch views thin
FCF margins as a long-term sustainable characteristic based on
KME's low-margin operating environment for a producer of copper and
copper alloy products.

Less Diversified Offering: Fitch views KME's product range and
geographic diversification as weaker than before the divestments.
KME is now focused on rolled copper products and its alloys,
following the divestment of special and wire businesses. Revenue
will, therefore, be lower in 2022, although it will be partly
offset by the accretive revenue on acquisition of Aurubis'
flat-rolled product plant in The Netherlands, high copper prices
and KME's realised price increases.

Constrained Business Profile: KME's business profile is constrained
by its fairly small scale, concentration on Europe and a limited
product range after the disposal of the special division. This is
also related to low entry barriers, which are a result of the
highly commoditised processing of most copper products. In
addition, Fitch sees risks related to KME's uncertain M&A
strategy.

The business profile is supported by KME's leading market positions
in Europe within copper products and a diversified customer base
with long-term customer relationships (of up to 20 years with some
larger clients) and KME's exposure to end-markets with firm growth
prospects driven by investments in the green economy.

DERIVATION SUMMARY

KME's scale is smaller than that of its direct competitor Wieland
Group's and Aurubis Group's and aluminum processing peer
Constellium's. They all operate in a low-margin environment due to
their position in the value chain, though Constellium has higher
margins than KME. This is mainly due to lower basic metal prices
(aluminum versus copper), given Constellium's higher value-added
product portfolio.

KME's leverage has been higher than that of similarly rated peers
in the diversified industrials and capital goods sector for the
past few years. With cash proceeds from the divestment of the
special division deployed to debt reduction, EBITDA leverage is
lower than industrial belt manufacturer Ammega Group B.V.
(B-/Stable) and reciprocating gas engines manufacturer INNIO Group
Holding GmbH (B/Stable). This is balanced by weaker product and
geographical diversification, and weaker and more volatile margins
and cash flow generation.

KEY ASSUMPTIONS

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

- Revenue to decline 5% in 2022 on the disposal of the special and
wire businesses supported by the acquisition of Aurubis followed by
a 4% decline in 2023 on the weak economic environment in Europe and
a low single-digit growth in 2024-2025

- EBITDA margin at 4.4% in 2022, increasing to 4.7%-4.9% in
2023-2025

- High working capital outflows in 2022, before normalising from
2023

- Capex at about 1% for 2022-2025

- No dividends paid and received until 2025

- Redemption of its EUR110 million outstanding bond in 2022

-Extension of KME's borrowing-base facility and factoring lines on
a regular basis

RECOVERY ASSUMPTIONS

- Fitch's bespoke recovery for KME's senior secured debt is based
on a liquidation approach

- The approach reflects the security package of the senior secured
notes and the borrowing-base facility, which contains separate
collateral

- The recovery analysis is based on the EUR110 million outstanding
amount of the EUR300 million notes and the residual security
package value after the disposal of The Special Division

- Fitch applies a discounted market value of KME's property and the
net book value of the machinery and equipment related to the
property securing the notes

- A going-concern EBITDA of EUR35 million and a 4.0x distressed
enterprise value/EBITDA multiple adjusted with a 10% administrative
charge

- These assumptions result in a recovery rate for the senior
secured rating within the 'RR1' range, which enables a three-notch
uplift to the debt rating from the IDR

RATING SENSITIVITIES

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

- EBITDA gross leverage sustainably below 4.0x

- FFO margin sustainably above 4%

- FCF margin above 2%

- Improving diversification

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

- FFO gross leverage consistently above 7.0x

- EBITDA gross leverage consistently above 6.0x

- Negative FCF margin leading to diminishing liquidity sources

- Lack of progress to refinance 2023 maturities

LIQUIDITY AND DEBT STRUCTURE

Limited Liquidity: Fitch views KME's liquidity profile as limited
but adequate for continued operations in the short term. This is
based on EUR70 million of cash on the balance sheet at end-June
2022, after adjusting for not-readily-available cash of EUR5
million, as well as an available EUR30 million shareholder
working-capital facility line. KME also has access to a committed
EUR320 million borrowing-base facility, which is highly utilised
for outstanding letters of credit, leaving no headroom for regular
cash funding.

Fitch expects a working-capital outflow in 2022, due to high copper
prices and divested businesses, before it normalises in 2023-2024.
Fitch forecasts an FCF margin of nearly 3% in 2023-2024 with a debt
service supported by available liquidity sources. Fitch views
ongoing access to borrowing base and factoring facilities as
critical for the liquidity management. Fitch assumes that KME will
have continued access to working-capital facilities based on its
regular extension pattern in the past as well as compliance with
financial covenants under its borrowing-base facility agreement and
factoring programme.

Debt Structure: Fitch expects the redemption of the remaining EUR
110m Senior Secured Notes maturing in February 2023 to be finalised
in the next few weeks. The new capital structure will consist of
amortising loans and working capital facilities with the
refinancing risk applicable for working capital facilities on which
KME heavily depends in daily operations.

ISSUER PROFILE

KME is a producer of semi-finished and finished copper and copper
alloy products for use in other products and processes by a wide
range of end users and industries. The production facilities are
located in Europe, China and the US.

In accordance with Fitch Ratings' policies, the issuer appealed and
provided additional information to Fitch Ratings that resulted in a
Rating action that is different than the original Rating committee
outcome.

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
   -----------             ------        --------   -----
KME SE              LT IDR B-  Affirmed                B-

   senior secured   LT     BB- Affirmed     RR1       BB-

SCHENCK PROCESS: S&P Withdraws 'B-' Long-Term Issuer Credit Rating
------------------------------------------------------------------
S&P Global Ratings has withdrawn its 'B-' long-term issuer credit
rating on Schenck Process GmbH at the company's request. At the
time of the withdrawal, the outlook was stable. S&P understands
that the company has paid off its 6.875%, EUR200 million and
5.375%, EUR425 million senior secured notes in full.






TTD HOLDING III: Moody's Assigns 'B2' CFR, Outlook Stable
---------------------------------------------------------
Moody's Investors Service affirmed the B2 instrument ratings of the
guaranteed senior secured bank facilities maturing in 2026 issued
by Freshworld Holding IV GmbH, the holding company for TOI TOI &
DIXI Group GmbH (TOI TOI & DIXI or the company).  Moody's assigned
a B2 corporate family rating and a B2-PD probability of default
rating to TTD Holding III GmbH (TTD), the new topco of the
restricted group and the new holding company for TOI TOI & DIXI
Group GmbH. The outlook on TTD Holding III GmbH is stable and the
outlook on Freshworld Holding IV GmbH changed to stable from
positive. Upon closing of the transaction, Moody's expects to move
the B2 instrument ratings of the guaranteed senior secured bank
credit facilities to TTD Holding IV GmbH, the new borrower of the
bank credit facilities and a direct subsidiary of TTD Holding III
GmbH. Moody's also withdrew the existing B2 CFR, B2-PD PDR, and
positive outlook of Freshworld Holding III GmbH for reorganization
reasons.

The rating action follows the company's announcement that its
majority shareholder Apax Partners will buy out the majority of the
stake owned by the founding family. Apax Partners expects to fund
the purchase through a combination of incremental debt, including a
EUR210 million add-on to its guaranteed senior secured term loan,
and balance sheet cash. In conjunction with the proposed
transaction, TTD Holding III GmbH will become the new topco of the
restricted group and the holding company for TOI TOI & DIXI Group
GmbH. TTD Holding IV GmbH, a direct subsidiary of TTD Holding III
GmbH will become the new borrower the bank credit facilities.
Freshworld Holding III GmbH and its direct subsidiary Freshworld
Holding IV GmbH, the current borrower of all bank credit
facilities, will be merged away upon closing of the transaction.

RATINGS RATIONALE

The assignment of the B2 CFR, in line with the CFR assigned to the
current operations of the restricted group, reflects the company's
strong operating performance year-to-date September 2022 and
Moody's expectations that key credit metrics will remain in line
with expectations for its rating in the next 12-18 months. Pro
forma the transaction, Moody's estimates that the company's
leverage ratio (defined as gross Debt/EBITDA with Moody's
adjustments) will increase by around 0.8x to 5.0x as of last twelve
months ended September 2022.  The strong performance year to date
somewhat mutes the impact of the increased debt on leverage.

Moody's regards the company's financial strategy and risk
management as a governance consideration under its ESG framework
reflecting the tolerance for high leverage of its private equity
owner – Apax Partners. This is demonstrated by four consecutive
debt increases since the leveraged buyout (LBO) in 2019 - the two
debt-financed dividends in 2020 and in 2021, the fully debt-funded
acquisition of Ylda S.p.A. (unrated, Sebach) in 2022 and the
largely debt-funded purchase of the stake of the founding family as
part of this transaction. More favourably, Moody's also considers
the track record of solid execution with respect to earnings growth
(EBITDA more than doubled since LBO in 2019) and track record
positive free cash flow (FCF) generation in Moody's governance
assessment.

TTD's (1) strong market position in the sanitary route-based
services market with strong brands and a competitive advantage in
terms of cost structure; (2) favorable underlying growth trends,
due to strict regulatory requirements and increased hygiene
standards following the coronavirus pandemic, which will continue
to support demand for its premium products; (3) good ability to
pass on cost price increases to its customers, because sanitary
services are highly regulated and represent only a small portion of
cost of construction projects; and (4) low historical sensitivity
of its operating performance to a range of economic scenarios, as
shown by flat reported revenues in 2009 and mid-single digit
revenue growth 2020, all support its B2 CFR.

Constraining factors for TTD's rating include: (1) a relatively
small revenue size (EUR0.8 billion on a pro forma basis in the last
twelve months ended September 2022) due to the operations in a
niche market, although improved with the acquisition of Sebach; (2)
its exposure to the cyclical construction market (70%), however
with some diversification through the events, military and other
segment (30% of sales); (3) some event risk associated with its
private equity ownership; and (4) risks of lower demand in the next
12-18 months due to the weakening of macroeconomic conditions in
its core markets - Germany and Italy, which represent around 45%
and 15% of the company's revenues, respectively.

LIQUIDITY PROFILE

Moody's considers TTD's liquidity good. The company had EUR97
million of cash as of September-end 2022 and it also has access to
the EUR155 million of guaranteed senior secured revolving credit
facility (RCF) due 2026 issued under Freshworld Holding IV GmbH,
which was EUR30 million drawn at September-end 2022.

Moody's forecasts TTD's annual FCF will remain positive, supported
by its high margins and low net working capital requirements,
partly offset by capital spending requirements. Approximately half
of the capex is expansionary, and the company could postpone it in
a scenario of weaker than expected macroeconomic environment.
Moody's expects that positive FCF will be used for repayment of RCF
drawings and to fund bolt-on acquisitions.

The RCF is subject to a springing first lien net leverage ratio
covenant, tested when the facility is drawn by more than 40%.
Moody's expects the company to maintain an ample headroom under its
covenant in the next 12-18 months.

There are no major debt maturities until 2026, when the guaranteed
senior secured term loans and the RCF mature.

STRUCTURAL CONSIDERATIONS

The capital structure includes the guaranteed senior secured term
loans and the RCF, which rank pari passu and constitute the
majority of the liabilities. Accordingly, Moody's aligns the B2
instrument rating with the CFR. The facilities are guaranteed by
the company's subsidiaries and benefit from a guarantor coverage
test of not less than 80% of the group's consolidated EBITDA. The
security collateral includes shares, bank accounts and intercompany
receivables of material subsidiaries.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that the company's
strong market position, its good pricing power and its
profitability improvement initiatives will support margin stability
in the next 12-18 months. The outlook also assumes the company will
continue to generate positive FCF and use it primarily for debt
reduction or potential add-on acquisitions, or both, allowing the
Moody's adjusted debt / EBITDA to gradually strengthen towards 4.5x
in the next 12-18 months.

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

Upward rating pressure could arise based on expectations for (1)
Moody's-adjusted debt/EBITDA  below 4.5x on a sustained basis; (2)
Moody's-adjusted EBITDA margin of around 30% on a sustained basis;
(3) FCF/debt in the mid to high single digits in percentage terms
on a sustained basis; and (4) good liquidity.

Conversely, negative rating pressure could arise if (1)
Moody's-adjusted debt/EBITDA increases sustainably above 6.0x; (2)
FCF turns negative on a sustained basis resulting in deterioration
of company's liquidity profile.

LIST OF AFFECTED RATINGS

Issuer: Freshworld Holding III GmbH

Withdrawals:

LT Corporate Family Rating, previously rated B2

Probability of Default Rating, previously rated B2-PD

Outlook Actions:

Outlook, Changed To Rating Withdrawn From Positive

Issuer: Freshworld Holding IV GmbH

Affirmations:

BACKED Senior Secured Bank Credit Facility, Affirmed B2

Outlook Actions:

Outlook, Changed To Stable From Positive

Issuer: TTD Holding III GmbH

Assignments:

LT Corporate Family Rating, Assigned B2

Probability of Default Rating, Assigned B2-PD

Outlook Actions:

Outlook, Assigned Stable

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

TOI TOI & DIXI Group GmbH is based in Ratingen, Germany, provides
portable toilet and sanitation equipment rental and services
worldwide. The company is a market leader in eight of its top 10
focus countries. Its pro forma net sales and company-adjusted
EBITDA were around EUR770 million and EUR245 million, respectively,
in the last twelve months ended September 2022. The company is
majority owned by the funds advised by Apax Partners.



=============
I R E L A N D
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RYANAIR HOLDINGS: Egan-Jones Lowers Unsecured Ratings to BB
-----------------------------------------------------------
Egan-Jones Ratings Company, on November 17, 2022, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Ryanair Holdings Plc to BB from A.

Headquartered in Dublin, Ireland, Ryanair Holdings Plc (Ryanair) is
a low-cost scheduled passenger airline company. It offers
short-haul, point-to-point routes in Europe.




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

ICCREA BANCA: S&P Raises Long-Term ICR to 'BB+', Outlook Stable
---------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
Gruppo Bancario Cooperativo Iccrea (GBCI)'s parent Iccrea Banca SpA
to 'BB+' from 'BB' and affirmed the 'B' short-term rating. The
outlook on the long-term rating is stable.

S&P also assigned its 'BBB/A-2' long- and short-term resolution
counterparty ratings (RCRs).

S&P said, "We expect strong profits in 2022 and continued
improvement thereafter, which will beef up GBCI's capitalization.
Under our base case, we forecast net income will significantly
exceed EUR1 billion in 2022. This reflects our view that the net
interest margin will increase to about 2% while new loan loss
provisions will remain at about 50 basis points (bps)-60 bps. In
addition, this year's result will incorporate the one-off positive
revaluation effect from issuing business BCC Pay's contribution to
the joint venture with FSI. Since GBCI does not distribute
dividends, we anticipate the risk-adjusted capital (RAC) ratio will
reach 7.5% by year-end 2022. We think it will maintain an improved
interest margin thereafter, backed by its investments in government
securities, rolled over loan book, and high reliance on relatively
less-price-sensitive retail deposits. At the same time, we forecast
only a gradual increase in risk-weighted assets (RWAs) of about
5.7% between 2021 and 2024, resulting in the RAC ratio marginally
improving to about 7.5%-8.0% in 2023-2024.

"Stronger revenue and operating efficiency will provide a buffer
should credit losses increase more than expected. The economic
outlook in Italy remains uncertain. We currently forecast Italian
GDP will contract 0.1% in 2023, while our one-in-three likelihood
downside scenario entails a 1.5% recession, with a full recovery by
2024. Our latest forecast for GBCI incorporates provisions for loan
losses of about 120 bps-125 bps in 2023 and 90 bps-95 bps in 2024.
This is higher than our forecast for Italy of 100 bps in 2023 and
85 bps in 2024, reflecting GBCI's greater exposure to riskier small
and midsize enterprises (SMEs). Risks are increasing, but we expect
that--under our base-case forecast--operating income after loss
provisions will absorb, on average, an additional 90 bps of credit
losses before this starts eroding capital.

"Loan book quality will weaken, but solid nonperforming exposure
(NPE) coverage and public guarantees will mitigate potential
losses. We forecast the group NPE ratio will reach 7.1% of total
exposures by 2024, from an expected 5.4% in 2022. The deterioration
will be primarily from GBCI's lending to SMEs. The sector accounts
for about 50% of total loans and is more exposed to persistent
energy price pressure compared with larger corporates. However, we
think GBCI will face the coming quarters in better shape than past
years thanks to portfolio clean-up efforts. The group cumulatively
disposed of EUR5.6 billion in gross NPEs between 2019 and June 30,
2022, halving its stock of problem loans over the same period.
Despite the disposals, continued provisioning over these years
supported a high NPE coverage ratio of 85.6% at June 30,
2022--resulting in a net NPE ratio below 1%--which may facilitate
further disposals. Importantly, we also note that about 30% of SME
loans were backed by a public guarantee at June 30, 2022. The vast
majority of these were issued by the Fondo di Garanzia, managed by
MedioCredito Centrale.

"We think the bail-in process will provide some protection to
senior liabilities from default. We understand that the regulator
would use an open bank bail-in resolution strategy for GBCI with
parent Iccrea Banca SpA as a single point of entry. As a result, we
assigned long- and short-term RCRs to Iccrea. The long-term RCR is
two notches above the issue credit rating and represents a
forward-looking opinion of the relative default risk of certain
senior liabilities that may be protected with an effective bail-in
resolution process for the issuing financial institution. These
liabilities include, insured deposits. GBCI's projected additional
loss-absorbing capacity (ALAC) buffer (60 bps-70 bps by 2024) is
still significantly below our minimum threshold for a notch of
uplift (300 bps). We therefore currently do not incorporate any
ALAC uplift in our ratings on GBCI.

"The stable outlook reflects our views that GBCI will maintain a
balanced risk profile over the next 12 months. We forecast that
GBCI's RAC ratio will be sustained above 7.0% over our 2022-2024
forecast horizon and expect any potential deterioration in the loan
book amid weaker economic activity will be manageable. The outlook
also reflects our opinion that the group will maintain strong
liquidity and funding positions, even after the reimbursement of
the targeted longer-term refinancing operations funds to the
European Central Bank.

"We could lower the ratings on GBCI over the next 12 months if we
anticipate the RAC ratio will fall consistently below 7.0%. This
could stem from significantly weaker-than-expected profitability
over 2022-2024 or RWAs increasing faster than forecast. We could
also consider a negative action if we forecast asset quality will
deteriorate much more than currently expected.

"We think an upgrade over the outlook horizon is unlikely. However,
it could follow if we conclude that GBCI's capitalization has
materially strengthened, with the projected RAC ratio improving
sustainably above 10%."

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




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

CENTRAS INSURANCE: Fitch Affirms IFS Rating at 'B', Outlook Stable
------------------------------------------------------------------
Fitch Ratings has affirmed Kazakhstan-based Insurance Company
Centras Insurance JSC's (Centras) Insurer Financial Strength (IFS)
Rating at 'B' and National IFS Rating at 'BB+(kaz)'. The Outlooks
are Stable.

The ratings reflect the insurer's weak company profile and
relatively high investment risks, which are partially offset by
adequate capital position and profitable, albeit volatile,
financial performance.

KEY RATING DRIVERS

'Less Favourable' Business Profile: Fitch's assessement of
Centras's company profile is driven by less favourable competitive
positioning and business risk profile and moderate diversification.
Centras's competitive positioning was broadly stable in 8M22 with a
market share of 2.2%. On a gross basis, the company recorded modest
revenue growth of 3%, with motor damage contributing the most.

Insurance Portfolio Acquisition Broadly Neutral: In November 2022,
Centras acquired the insurance portfolio of the non-life peer JSC
Insurance Company Kommesk-Omir. Kommesk-Omir is a medium-sized
motor insurer with a market share of 1.6% in 8M22. Kommesk-Omir
transferred net technical reserves of KZT6.8 billion. This was
backed by liquid assets. Fitch views this acquisition as broadly
neutral to Centras's company profile.

Exposed to Equity Instruments: Fitch views Centras's investment
risk is high due to historically prominent exposure to equity
instruments in its investment portfolio. The share of equity
holdings, recognised as available-for-sale (AFS) securities,
increased to 82% of shareholders' funds at end-2021 from 48% at
end-2020. Due to weak capital market performance, the company
reported significant revaluation losses of KZT1.3 billion on its
AFS portfolio, recognised as the change in the revaluation reserve
on its balance sheet, at end-9M22. As a result, shareholders' funds
at end-9M22 decreased by 15% compared with end-2021.

Adequate Capital Position: Centras's capital position, as measured
by Fitch's Prism Factor-Based Model (FBM), was 'Adequate' at
end-2021, in line with 2020. The target capital remained high due
to elevated asset risks stemming from significant equity exposure.
From a regulatory capital perspective, the insurer's regulatory
solvency margin dropped to 104% at end-4M22 from 253% at end-2021,
mainly driven by lower equity market values. At end-9M22 it was
restored to a more comfortable level of 120%.

Fitch expects Centras's Prism FBM post-acquisition capital position
to weaken due to a rise in target capital relative to available
capital, which remains broadly unchanged. Fitch expects the
insurer's regulatory solvency margin to remain broadly stable and
above the minimum required level.

Bottom Line Volatility Driven by Realised Gains/Losses: Centras's
profitability is volatile. The insurer reported a net profit of
KZT256 million in 9M22 compared with KZT1.8 billion in 9M21. The
reduction was mainly driven by realised capital losses stemming
from the value reduction of the company's fixed-income instruments
following the increase of the base interest rate in Kazakhstan in
April 2022. In contrast to 9M22, Centras recorded a strong net
income of KZT2.2 billion and ROE of 28% in 2021. Net profit was
supported by realised capital gains on its investments of KZT1.1
billion.

Fitch expects the integration process related to the acquired
portfolio of Kommesk-Omir to be broadly neutral for Centras's
financial performance, although there might be further increases in
expenses.

RATING SENSITIVITIES

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

- Positive developments from the successful integration of
Kommesk-Omir's insurance portfolio and subsequent positive
implications for Centras's business profile assessment while
maintaining the capital position.

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

- Substantial capital depletion, for example, as evidenced by a
breach of prudential capital metrics.

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
   -----------                      ------                -----
Insurance Company
Centras Insurance
JSC                 Ins Fin Str      B       Affirmed       B
                    Natl Ins Fin Str BB+(kaz)Affirmed   BB+(kaz)



KME SE: Fitch Affirms LongTerm IDR at 'B-', Outlook Stable
-----------------------------------------------------------
Fitch Affirms KME at 'B-'; Outlook Stable
Tue 22 Nov, 2022 - 1:03 PM ET
Fitch Ratings - Warsaw - 22 Nov 2022:
FTCREUR - Germany

Fitch Ratings has affirmed German-based manufacturer KME SE's
Long-Term Issuer Default Rating (IDR) at 'B-' and senior secured
rating at 'BB-'/'RR1'. The Outlook on the IDR is Stable.

The ratings affirmation and Stable Outlook reflect the company's
improving leverage and profitability metrics. Fitch expects KME's
EBITDA leverage ratio to be within rating sensitivities, despite
the expected economic slowdown in Europe in 2023 and KME's high
exposure to the German market, which is vulnerable to the energy
crisis. The leverage profile will be supported by price increases
and a timely debt service based on a new capital structure, which,
however, will be offset by the weakening economic environment in
2023. The refinancing of the remaining EUR110 million of KME's
EUR300 million senior secured notes (SSN) due in February 2023 is
progressing, and Fitch expects the process to be finalised in the
next few weeks.

KME's IDR is constrained by the volatility of copper product
manufacturing, and, in effect, by KME's dependence on copper
prices, its weak profitability and cash flow generation relative to
peers, reflecting KME's position in the value chain.

KEY RATING DRIVERS

Improving Leverage Profile: Fitch forecasts EBITDA leverage at
about 4.1x in 2022 and 3.4x in 2023 compared with 8x-12x reported
in the past, driven by the expected lower debt quantum by nearly
EUR100 million by end-2022 (vs 2021) and profitability improvement.
Fitch expects the divested EBITDA of special and wire businesses
will be compensated for by price increases, above the inflation
rate and with full effect in 2023, and the acquisition of part of
Aurubis AG flat-rolled products in July 2022. However, this will be
slightly offset by the expected weak economic environment in
Europe.

Deleveraging Under New Capital Structure: After redemption of the
remaining EUR110 million SSN, a new capital structure will be
composed of bank loans and working capital facilities. Fitch
believes the deleveraging path to about 3.0x in 2024 will be driven
by loan amortisations and the economy stabilisation. However, this
path is likely to extend beyond 2024 in case of a deeper economic
slowdown with an energy rationing scenario likely to be relevant
for non-critical product manufacturers. KME with its over 60% of
net added value generation (revenue less metal costs) in Germany,
albeit mitigated by a limited gas usage, is likely to be affected
directly or indirectly through lower activity of its customers due
to the energy crisis.

Deviations from the expected deleveraging path due to the energy
crisis will affect liquidity and the debt service capacity and will
likely result in a negative rating action.

Refinancing Process in Progress: Fitch no longer views the
refinancing risk for KME's remaining EUR110 million SSN due in
February 2023 as high. The company has entered into a new EUR110
million amortising loan and is finalising a new EUR90 million sale
and leaseback to manage the refinancing risk. In parallel, the
borrowing base facility maturity is being extended by two years.
Fitch believes the refinancing process will be completed in next
few weeks.

In the future, the refinancing risk will refer to working capital
facilities on which KME heavily depends in daily operations. Fitch
views the ongoing access to borrowing base and factoring facilities
as critical for the liquidity management.

Improving but Still Low Profitability: KME's Fitch-adjusted EBITDA
margin (IFRS-based figure) of 4%-5% over the rating horizon is weak
compared with similarly rated peers. Despite a current structural
change in margins from the previous 2%-4% on the recent price
increases, KME's profitability remains vulnerable to growing energy
prices as well as other costs compared with peers, despite its
moderate energy expenses (2.8% of sales in June 2022 or 1.9% in
June 2021).

In the absence of the special division with historically better
margins than copper and copper alloy products, KME's profitability
profile maps a 'b-' midpoint, according to its Diversified
Industrials and Capital Goods Ratings Navigator.

Thin FCF Margin: Fitch expects the free cash flow (FCF) margin to
turn negative in 2022 due to high working-capital outflows, mainly
related to high copper prices and divested businesses. Thereafter,
Fitch forecasts a recovery to nearly 3% in 2023-2024 as working
capital changes stabilize, interest costs decrease on debt
amortization and non-recurring costs are limited. Fitch views thin
FCF margins as a long-term sustainable characteristic based on
KME's low-margin operating environment for a producer of copper and
copper alloy products.

Less Diversified Offering: Fitch views KME's product range and
geographic diversification as weaker than before the divestments.
KME is now focused on rolled copper products and its alloys,
following the divestment of special and wire businesses. Revenue
will, therefore, be lower in 2022, although it will be partly
offset by the accretive revenue on acquisition of Aurubis'
flat-rolled product plant in The Netherlands, high copper prices
and KME's realised price increases.

Constrained Business Profile: KME's business profile is constrained
by its fairly small scale, concentration on Europe and a limited
product range after the disposal of the special division. This is
also related to low entry barriers, which are a result of the
highly commoditised processing of most copper products. In
addition, Fitch sees risks related to KME's uncertain M&A
strategy.

The business profile is supported by KME's leading market positions
in Europe within copper products and a diversified customer base
with long-term customer relationships (of up to 20 years with some
larger clients) and KME's exposure to end-markets with firm growth
prospects driven by investments in the green economy.

DERIVATION SUMMARY

KME's scale is smaller than that of its direct competitor Wieland
Group's and Aurubis Group's and aluminum processing peer
Constellium's. They all operate in a low-margin environment due to
their position in the value chain, though Constellium has higher
margins than KME. This is mainly due to lower basic metal prices
(aluminum versus copper), given Constellium's higher value-added
product portfolio.

KME's leverage has been higher than that of similarly rated peers
in the diversified industrials and capital goods sector for the
past few years. With cash proceeds from the divestment of the
special division deployed to debt reduction, EBITDA leverage is
lower than industrial belt manufacturer Ammega Group B.V.
(B-/Stable) and reciprocating gas engines manufacturer INNIO Group
Holding GmbH (B/Stable). This is balanced by weaker product and
geographical diversification, and weaker and more volatile margins
and cash flow generation.

KEY ASSUMPTIONS

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

- Revenue to decline 5% in 2022 on the disposal of the special and
wire businesses supported by the acquisition of Aurubis followed by
a 4% decline in 2023 on the weak economic environment in Europe and
a low single-digit growth in 2024-2025

- EBITDA margin at 4.4% in 2022, increasing to 4.7%-4.9% in
2023-2025

- High working capital outflows in 2022, before normalising from
2023

- Capex at about 1% for 2022-2025

- No dividends paid and received until 2025

- Redemption of its EUR110 million outstanding bond in 2022

-Extension of KME's borrowing-base facility and factoring lines on
a regular basis

RECOVERY ASSUMPTIONS

- Fitch's bespoke recovery for KME's senior secured debt is based
on a liquidation approach

- The approach reflects the security package of the senior secured
notes and the borrowing-base facility, which contains separate
collateral

- The recovery analysis is based on the EUR110 million outstanding
amount of the EUR300 million notes and the residual security
package value after the disposal of The Special Division

- Fitch applies a discounted market value of KME's property and the
net book value of the machinery and equipment related to the
property securing the notes

- A going-concern EBITDA of EUR35 million and a 4.0x distressed
enterprise value/EBITDA multiple adjusted with a 10% administrative
charge

- These assumptions result in a recovery rate for the senior
secured rating within the 'RR1' range, which enables a three-notch
uplift to the debt rating from the IDR

RATING SENSITIVITIES

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

- EBITDA gross leverage sustainably below 4.0x

- FFO margin sustainably above 4%

- FCF margin above 2%

- Improving diversification

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

- FFO gross leverage consistently above 7.0x

- EBITDA gross leverage consistently above 6.0x

- Negative FCF margin leading to diminishing liquidity sources

- Lack of progress to refinance 2023 maturities

LIQUIDITY AND DEBT STRUCTURE

Limited Liquidity: Fitch views KME's liquidity profile as limited
but adequate for continued operations in the short term. This is
based on EUR70 million of cash on the balance sheet at end-June
2022, after adjusting for not-readily-available cash of EUR5
million, as well as an available EUR30 million shareholder
working-capital facility line. KME also has access to a committed
EUR320 million borrowing-base facility, which is highly utilised
for outstanding letters of credit, leaving no headroom for regular
cash funding.

Fitch expects a working-capital outflow in 2022, due to high copper
prices and divested businesses, before it normalises in 2023-2024.
Fitch forecasts an FCF margin of nearly 3% in 2023-2024 with a debt
service supported by available liquidity sources. Fitch views
ongoing access to borrowing base and factoring facilities as
critical for the liquidity management. Fitch assumes that KME will
have continued access to working-capital facilities based on its
regular extension pattern in the past as well as compliance with
financial covenants under its borrowing-base facility agreement and
factoring programme.

Debt Structure: Fitch expects the redemption of the remaining EUR
110m Senior Secured Notes maturing in February 2023 to be finalised
in the next few weeks. The new capital structure will consist of
amortising loans and working capital facilities with the
refinancing risk applicable for working capital facilities on which
KME heavily depends in daily operations.

ISSUER PROFILE

KME is a producer of semi-finished and finished copper and copper
alloy products for use in other products and processes by a wide
range of end users and industries. The production facilities are
located in Europe, China and the US.

In accordance with Fitch Ratings' policies, the issuer appealed and
provided additional information to Fitch Ratings that resulted in a
Rating action that is different than the original Rating committee
outcome.

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
   -----------             ------        --------   -----
KME SE              LT IDR B-  Affirmed                B-

   senior secured   LT     BB- Affirmed     RR1       BB-



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

PETRORIO LUXEMBOURG: Fitch Assigns 'BB-' LT IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has assigned Petrorio Luxembourg Trading S.a.r.l. a
first-time 'BB- 'Long-Term Foreign Currency Issuer Default Rating
(IDR). The Rating Outlook is Stable.

In addition, Fitch has published the following ratings:

- Petro Rio S.A. (PRIO): 'BB-' Long-Term Foreign and Local Currency
IDRs and Stable Rating Outlook;

- Petrorio Luxembourg Trading S.a.r.l.: $600 million senior secured
notes due 2026 rated 'BB-'.

KEY RATING DRIVERS

Robust Reserves: PRIO has a strong 1P reserve life, which is
estimated to exceed 17 years in 2023, and a PDP reserve life of
more than 12 years; both ratios are consistent with the 'BB' rating
category, even under a conservative scenario of no replacement in
the five years covered in the rating horizon. The company is well
positioned to maintain its production metrics beyond 2026. PRIO's
1P reserve life compares favorably to that of the average of its
'B' rated peers of seven years.

Production Profile: PRIO's production size is modest with expected
output of 48,000 bbld in 2022. Current assets under operation
include the Frade field and the Polvo and TBMT cluster,
representing roughly 2/3 and 1/3 of total production in 2022,
respectively. Fitch estimates that after the acquisition of
Albacora Leste, PRIO's production will increase day one to 88,000
bbls in 2023 and to 100,000 bbls in 2024, which is consistent with
the 'BB' rating category.

The sharp production growth is due to the company's investments in
mid-cycle assets, and the reactivation and optimization of certain
wells via different low-cost, low-risk methods of extraction.
Production levels are expected to further increase with the
integration of the Wahoo asset exceeding 100,000 boed in 2024.

Low Leverage: Fitch expects PRIO's leverage to peak at 1.4x debt to
EBITDA in 2022, and to steadily decrease through the rating
horizon. The rating case assumes total debt of USD 1,462 million in
2022 and USD 1,410 million in 2023. Leverage metrics are supported
by strong brent prices assumed at $105 bbl in 2022. Fitch expects
PRIO will maintain robust credit metrics through the rating
horizon. In addition, Fitch expects gross leverage measured as
total debt to 1P reserves, proforma for the Albacora Leste
acquisition, to be $1.0/bbl on average through 2026, which compares
favorably to peers, which averaged $6.02/bbl at YE 2021.

Competitive Cost Structure: PRIO has a competitive cost production
profile that allows it to remain profitable at low market prices.
Fitch estimates the company's half-cycle cost was $20.82 bbl in
2021, and its full-cycle cost of production, which is defined as
the half-cycle cost plus the three-year average FD&A for 1P of
$27.67 bbl. For 2022, PRIO's estimated half-cycle cost of $17.84 is
lower than peers, which average $21 bbl. The difference in cost
profile is mostly attributed due to PRIO having high production
levels that allows economies of scale; a business model based on
low-cost extraction; and PRIO's interconnection projects between
nearby clusters, which translate into cost-savings and lower
emissions.

Over the rated horizon, PRIO's cost profile coupled with Fitch's
price deck, which assumes $100 Brent in 2022 and $53 long term, is
expected to generate ample cash flow.

Financial Flexibility and Liquidity: Fitch's rating case assumes
PRIO will have conservative financial policies. Over the rating
horizon, funds from operations should cover capex by an average of
3.5x under Fitch's price deck assumption. Further, a strong reserve
profile gives the company flexibility to allocate capital in the
event of price volatility. PRIO's competitive cost of production
also helps offset the need to enter hedging contracts, further
enhancing financial flexibility and liquidity.

Parent Guaranty: The $600 million 2026 bond is issued by Petrorio
Luxembourg Trading S.a.r.l., fully guaranteed by Petro Rio S.A.
(parent company and herein assigned a BB-/Stable). Per Fitch's
"Parent-Subsidiary Linkage Criteria," a full parent guarantee
warrants a "strong" Legal Incentive designation, which in turn
equalizes the issuer's rating with that of the parent-guarantor.

DERIVATION SUMMARY

PRIO's credit and business profile compares to that of other small
independent oil producers in Latin America. The ratings of Trident
Energy (B+/Stable), SierraCol (B+/Stable), Geopark (B+/Stable),
Frontera Energy Corporation (B/Stable), and Gran Tierra Energy
International Holdings Ltd. (B-/Stable) are all constrained to the
'B' category or below due to the inherent operational risk
associate with small scale and low diversification of their oil and
gas production.

PRIO's production profile compares favorably with other 'B' rated
Latin American oil exploration and production companies. Over the
rating horizon, Fitch expects PRIO's production will average 80,400
bbld. This figure almost doubles that of Geopark and Frontera, both
of which Fitch expects will average 45,000 bbld, and is also
significantly higher than SierraCol and Gran Tierra Energy, which
range from 30,000 bbld to 40,000 kbbl.

PRIO's PDP reserve life of 12.5 years and 1P reserve life of 39
years in 2021 compares favorably to Trident's at 7.2 years and 13
years, SierraCol at 4.8 years and 6.3 years, Frontera at 1.6 years
and 6.2 years, Geopark at 4.0 years and 7.4 years, and Gran Tierra
at 5.7 years and 9.5 years.

PRIO's half-cycle production cost was $17.52/bbl in 2021 and
full-cycle cost was $24.37/bbl, in line with other producers. The
lowest cost onshore producer in the region, Geopark, has a cost
profile of $13.60/bbl and $23.40/bbl. For Frontera, at the higher
side of the spectrum, these costs were $28.60/bbl and $42.20/bbl in
2021, and for Trident, an offshore producer these were $24.44/bbl
and $44.90/bbl.

PRIO has a strong capital structure, and Fitch expects it will have
average gross leverage below 1.0x over the rating horizon, total
debt to PDP of $3.94/bbl, and total debt to 1P of $1.20/bbl, which
is lower than all of its peers. Geopark has gross leverage of 1.8x
and Debt to PDP of $10.24/bbl and 1P of $5.48/bbl; Gran Tierra has
2.7x, $16.8/bbl and $10.05/bbl; SierraCol has 1.0x, $7.5/bbl and
$5.68/bbl; Trident has 2.7x, $6.55/bbl and $3.62/bbl; and Frontera
has 2.3x, $19.93/bbl and $4.98/bbl.

KEY ASSUMPTIONS

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

- Annual realized oil prices at a $3.7 discount in 2022, $2.90 in
2023, and $2.5 going forward, to Fitch's price deck for Brent of
$100 in 2022, $85 in 2023, and $53 thereafter;

- Average daily production of 80,800 bbld from 2022 through 2026;

- No reserve replacement;

- Lifting cost average of $8.80/bbl;

- SG&A cost average of $1.06/bbl;

- Consolidated capex of $2.361 billion from 2022 through 2026
averaging $472 million per year;

--Dividends of 20% of net income;

--Effective tax rate of 25% in 2022, 25% in 2023, and 30%
thereafter;

- No new debt issuances.

RATING SENSITIVITIES

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

- Net production approaching 100,000 boed on a sustained basis
while maintaining 1P reserve life of at least 20 years and/or
sustained gross 1P reserves of at least 1,000 million boe or more.

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

- Extraordinary dividend payments that exceed FCF and weaken
liquidity;

- A significant deterioration of total debt/EBITDA to 3.0x or
more.

LIQUIDITY AND DEBT STRUCTURE

Robust Liquidity: As of Sept. 30, 2022, PRIO reported a total cash
balance of $2.6 billion. The company's liquidity is further
enhanced by its low leverage metrics that support credit quality
and thus access to markets. Fitch expects that PRIO will use
surplus cash for acquisitions the acquisition of the Albacora Leste
clusters, which is estimated to hold an additional 500 million bbl
of 2P reserves.

ISSUER PROFILE

Petro Rio S.A. is an independent oil and gas company in Brazil,
with a primary focus on operating and developing production assets
and a core portfolio consisting of four operating fields in the
Campos and Camamu-Almada Basins in offshore Brazil.

PRIO is the largest independent oil and gas company in Brazil and
has historically grown through concession acquisitions. Its
production increased from 11.7 Mboepd in 2018 to 31.6 Mboepd in
2021. The company's 2021 year-end reserves was 187.9 million boe.

Petrorio Luxembourg S.a r.l., the issuer of the notes, conducts the
group's oil trading activities.

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        
   -----------                 ------        
Petrorio Luxembourg
Trading S.a r.l.      LT IDR    BB-  New Rating

   senior secured     LT        BB-  Publish

Petro Rio S.A.
                      LT IDR    BB-  Publish
                      LC LT IDR BB-  Publish



=============
R O M A N I A
=============

PROSPECTIUNI: Returns to Profit After Court Ends Reorganization
---------------------------------------------------------------
Bogdan Todasca at SeeNews reports that Romanian provider of
geological and geophysical prospecting services Prospectiuni, said
that it has turned to a RON9.5 million (US$1.98 million/EUR1.92
million) net profit in the first nine months of 2022, from a net
loss of RON20.7 million during the same period of 2021.

Bolstered by the acquisition of geophysical data and three sizeable
3D projects, Prospectiuni's turnover soared by an annual 148% to
RON121.4 million in the January-September period, the company
announced in a financial report filed with the Bucharest Stock
Exchange on Nov. 23, SeeNews relates.

The positive performance is set against the backdrop of
Prospectiuni's reentry on the market after the Bucharest Court
closed the company's judicial reorganization procedure in April,
ending the insolvency proceedings commenced in 2016 due to a
liquidity crisis, SeeNews discloses.

Total revenues more than doubled in the first nine months of 2022,
reaching RON125 million, compared to the RON53 million booked
during the same period of the preceding year, SeeNews notes.

Total assets dropped by 14% to RON158.6 million at the end of the
first nine months of 2022, from RON185.2 million at the end of
2021, SeeNews relays.

Debt more than halved, reaching 35.6 million lei at end-September,
compared to the RON74.1 million owed at the end of 2021, according
to SeeNews.




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

TIMBER SERVICIOS: S&P Alters Outlook to Negative, Affirms 'B' ICRs
------------------------------------------------------------------
S&P Global Ratings revised its outlook on Altadia's parent company
-- Timber Servicios Empresariales -- to negative from stable and
affirmed its 'B' issuer and issue credit ratings.

The negative outlook indicates that S&P could lower the ratings if
Altadia's performance and credit metrics remain weak should volumes
drop more than anticipated, or if the trend of working capital does
not improve, with S&P Global Ratings-adjusted leverage remaining
higher than 6.5x in 2023.

Spain-based intermediate product manufacturer for ceramic tiles,
Altadia, faces an unprecedented rise in raw material and energy
costs, which the company fully passes through to customers, as well
as a decline in volumes sold.

Raw materials and energy costs have soared, pushing Altadia to
significantly increase prices. The main raw materials Altadia uses
are cobalt, aluminum oxide, zinc oxide, and nickel. The cost of
goods sold and energy costs have increased materially since the
beginning of the year. Altadia has implemented several price
increases, allowing it to fully offset the additional costs. The
group has also protected its gross margin per ton sold. Raw
materials and energy prices have started to decline in the last
quarter of 2022. S&P said, "We understand that management intends
to maintain its selling prices and increase its gross margin in
2023. In our view, Altadia's solid market shares and brand
recognition, as well as its focus on premium products may help the
group retain its pricing power." However, an expected volume
decline in Europe and fierce competition in Asia for low-price
products might jeopardize Altadia's recovery in the coming
quarters.

S&P said, "We anticipate demand in Altadia's end markets will
continue to soften in 2023. The production of ceramic tiles
requires the use of natural gas. The rise in energy prices has
therefore affected Altadia's customers, the ceramic producers,
which in turn have started to curtail production, especially in
Europe (Altadia's main geographic region in terms of sales).
Ceramic customers also experience higher input costs from Altadia's
intermediate products, although they only account for a small
percentage of the tile cost (about 4%-8%). In the first nine months
of 2022, Altadia's sales volume reduced slightly, and we expect
they will continue declining in Europe. End customers may also turn
to different raw materials, such as PVC (poly vinyl chloride),
which is less energy intensive to produce. We expect the
challenging macroeconomic environment and reduced consumer
confidence to impair construction activity and consequently the
production of ceramic tiles.

"We expect negative FOCF of EUR10 million-EUR20 million in 2022,
but an improvement to positive EUR70 million-EUR90 million in
2023.Inflationary pressures led to an increase in Altadia's working
capital by more than EUR120 million in the first nine months of
2022. To fund this significant increase, Altadia has drawn on its
revolving credit facility (RCF) and local lines, leading to a rise
in adjusted debt by over EUR80 million. In addition, we expect
higher-than-average capital expenditure (capex) of EUR50
million-EUR55 million in 2022 as the company progresses on the
integration of Ferro's coating business and its synergy plan.
Overall, we estimate FOCF of -EUR10 million to -EUR20 million in
2022. However, in 2023 we anticipate that Altadia will generate
FOCF of EUR70 million to EUR90 million as the working capital trend
reverses and capex decreases.

"We anticipate elevated leverage of about 7.0x in 2022, reducing to
a rating-commensurate 6.5x in 2023. The higher leverage stems from
the increase in working capital and debt. Altadia's EBITDA is also
lower than previously expected. As of Sept. 30, 2022, the company's
debt consists mainly of its EUR1.2 billion term loan B (TLB) and
about EUR80 million of RCF drawings and local lines. We make
limited adjustments to reported debt for pensions, factoring, and
leases. We do not net cash in our adjusted debt calculation, due to
the company's private-equity ownership.

"Positively, Altadia could increase operating margins in 2023 on
the back of lower input costs and realization of synergies. Raw
material and energy prices have started to decline in the last
quarter of 2022. Altadia also entered into a new gas hedging
agreement at favorable prices compared with current European
prices. In addition, Altadia is considering the relocation of some
marginal production not covered by the hedge to other more
competitive local plants. We understand that Altadia has enough
capacity to absorb this production in its other plants. We also
understand that moving production to other sites will not trigger
material additional costs. As a result, we forecast that adjusted
EBITDA margins will improve to 18%-19% in 2023 from about 16% in
2022."

The negative outlook reflects the risks that Altadia's performance
and credit metrics might remain weak should volumes drop more than
anticipated, or if the trend of working capital does not improve,
with adjusted leverage remaining above 6.5x in 2023.

Downside scenario

S&P could lower the ratings if:

-- Altadia's profitability weakens due to lower-than-expected
volumes or pricing power, leading to adjusted debt to EBITDA
staying above 6.5x for a prolonged period;

-- FOCF remains negative due to high working capital needs; or

-- Altadia's liquidity comes under pressure.

Upside scenario

S&P could revise the outlook to stable if Altadia were to weather
the challenging macroeconomic conditions and reverse the trend of
working capital, such that:

-- Adjusted debt to EBITDA reduced and stayed consistently below
6.5x;

-- The company generated positive and consistent free operating
cash flows; and

-- Liquidity remained adequate.

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




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

ARJOWIGGINS CHARTHAM: Creditors Unlikely to Recover Money Owed
--------------------------------------------------------------
Jack Dyson at KentOnline reports that a 284-year-old Kent firm went
under owing more than GBP6 million to staff and businesses who face
never being paid the cash they are due.

According to KentOnline, a total of 110 companies have been left
out of pocket following the decision two months ago to put the firm
operating Chartham Paper Mill near Canterbury into administration.

Now, newly published accounts reveal the firms owed money --
including several across the county -– are expected not to
receive a penny, KentOnline discloses.

Despite this, administrator Interpath Advisory is set to pocket
more than GBP381,000 -- calculated at a staggering rate of GBP512
per hour -- for its work since being appointed on Sept. 22,
KentOnline states.

Accounts also show the historic mill's employees -- most of whom
were made redundant when it went under -- are collectively owed
more than GBP5 million, while 17 companies across the county are
due more than GBP1,000 each, KentOnline notes.

Accounts released at the beginning of this month by the
administrator show Arjowiggins Chartham Mill Limited -- which
operates the site on the outskirts of Canterbury -- started to
encounter difficulties two years ago, KentOnline recounts.

It stresses these were caused by "challenges faced by the global
paper-making industry", Covid and "rising energy costs and wood
pulp prices".

The company racked up before-tax losses of GBP1 million, GBP3.35
million and GBP1.19 million in 2020, 2021 and the first nine months
of this year respectively, KentOnline discloses.

In a bid to address the issue, directors developed new product
ranges, increased prices, reduced costs and secured additional
funding, along with pandemic support from the government,
KentOnline relays.

Bosses then launched an "accelerated sales process" at the
beginning of this year, according to KentOnline.  This attracted an
offer to buy Arjowiggins' UK subsidiaries.

"However, in mid-September 2022, the proposed purchaser
significantly revised its offer downwards citing concerns regarding
the wider economic outlook and the group's financial performance,"
KentOnline quotes joint administrator Alistair McAlinden as
saying.

"The revised terms were not considered acceptable.

"With the cost pressures continuing and a requirement for
substantial funding which could not be met, the directors concluded
there was no option but to place the group, including Arjowiggins
Chartham Mill Limited, into administration."

Paper-making operations ceased immediately following Interpath's
appointment, KentOnline relates.

Papers reveal almost GBP5.2 million is owed to staff as "unsecured
creditors", KentOnline states.  The figure consists of any salaries
in excess of GBP800, coupled with pay in lieu of notice and
expenses, KentOnline notes.

The seven-figure sum, along with the GBP1.03 million yet to be paid
to scores of businesses, is "highly unlikely" to be returned, Mr.
McAlinden writes.


BEDFORD HOTEL: George Best Sale Process at Advanced Stage
---------------------------------------------------------
John Mulgrew at Ulster Business reports that a deal to take on
Belfast's George Best Hotel is now at an "advanced stage" of
bidding after a total of 10 offers were received for the property.

Bedford Hotel Limited, the company behind the hotel proposal in the
landmark Scottish Mutual Building in the city centre, was placed
into administration in 2020, Ulster Business relates.

Now, a report from administrators Kroll Advisory says a total of 10
offers were received for the property, then reduced to eight, while
interested parties are now in the "advanced phase of bidding",
Ulster Business discloses.

Bedford Hotel Limited was part of the overall Signature Living
Group, which was run by Liverpool developer Lawrence Kenwright.

Mr. Kenwright had planned to turn the former Scottish Mutual
Building into the George Best Hotel before Bedford Hotel Limited
entered administration two years ago, Ulster Business recounts.

"Initial bids were called for 12pm on September 16, 2022 and the
joint administrators received nine indicative offers from
interested parties, which demonstrated the hotel's wide appeal,"
Ulster Business quotes the latest administrators' report as
saying.

"On September 30, 2022, the joint administrators called for the
best and final bids which again resulted in nine interested
parties, either reaffirming or increasing their offers. A
subsequent bid was also received shortly after this date bringing
the total offers received to 10.

"The interested parties that submitted the best offers were reduced
to eight following a further period of buyer due diligence and
negotiations.

"The joint administrators are not able to disclose any further
details of the bidding process, as they do not wish to prejudice
the ongoing negotiations. It should be noted that all of the offers
received to date are at a level that would not result in the
secured creditor being repaid in full."

The administrators say "there are a few interested parties that are
now in the advanced phase of the bidding" and due diligence with
commercial property firm Colliers, Ulster Business relays.

The report says debts to unsecured creditors amount to GBP12.16
million, Ulster Business notes.

It says the total claim from "bedroom investor" creditors amounts
to GBP4.76 million, according to Ulster Business.

It's understood one property group offered up to GBP4.5 million to
restart plans for the hotel, Ulster Business notes.  However, that
offer was refused by the hotel company's largest creditor and a
court order earlier this year granted the administrators permission
to sell the Belfast building, Ulster Business relates.

It was subsequently advertised back on the market this summer,
according to Ulster Business.


COLT GROUP: Moody's Puts 'Ba2' CFR on Review for Downgrade
----------------------------------------------------------
Moody's Investors Service has placed Colt Group Holdings Limited's
Ba2 corporate family rating and Ba2-PD probability of default
rating on review for downgrade. The outlook has been changed to
ratings under review from stable.  

The review for downgrade is prompted by Colt's announcement that it
has entered into an agreement with Lumen Technologies, Inc. (Lumen,
Ba3 stable) to buy its EMEA operations for $1.8 billion. The
transaction is subject to customary and regulatory reviews and it
is not expected to close before the end of 2023.

While the terms of the funding are unclear at present, the
company's credit metrics would weaken substantially should the
company decide to fund the transaction solely with debt. Moody's
notes that the acquisition is transformational for Colt and will
lead to a strengthening of its business profile, not only because
of the acquisition of new assets but also for the strategic
partnership established with Lumen.

The conclusion of the review is likely to result in either a
confirmation of Colt's current ratings or a downgrade that Moody's
would expect to be limited to one notch to Ba3. Moody's will aim to
conclude the review on or before transaction closing subject to
receiving the necessary details to complete its analysis.

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

In its review, Moody's will be assessing in detail (1) the terms of
the funding for the $1.8 billion acquisition of Lumen's EMEA
operations; (2) the expected level of revenue and cost synergies
deriving from the merger; (3) the business profile of the new
enlarged entity;  (4) the regulatory process; (5) Colt's medium
term target leverage and financial policy, particularly in relation
to additional M&A; and (6) the degree of future support from the
company's controlling shareholders, SHM Lightning Investors LLC
(SHM) and FIL Limited (FIL, Baa1 stable).

Excluding the ratings review, Colt's rating could be upgraded if
(1) it achieves and maintains positive overall organic revenue
growth and generates meaningful growth in EBITDA and FCF, such that
its FCF/gross debt (Moody's-adjusted) remains consistently in the
low double digits in percentage terms; and (2) it maintains its
gross debt/EBITDA (Moody's-adjusted) consistently below 1.5x.

Excluding the ratings review, Colt's rating could be downgraded if
(1) the company's revenue growth, EBITDA growth and free cash flow
generation turn materially negative on a sustained basis; or (2)
the company's gross debt/EBITDA (Moody's-adjusted) increases
sustainably above 2.5x. Clear signs of a more aggressive financial
policy or significantly reduced support from SHM, FIL and/or FMR
Capital Holdings LLC could also be credit negative.

LIST OF AFFECTED RATINGS

On Review for Downgrade:

Issuer: Colt Group Holdings Limited

Probability of Default Rating, Placed on Review for Downgrade,
currently Ba2-PD

LT Corporate Family Rating, Placed on Review for Downgrade,
currently Ba2

Outlook Action:

Issuer: Colt Group Holdings Limited

Outlook, Changed To Ratings Under Review From Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Communications
Infrastructure published in February 2022.

COMPANY PROFILE

Incorporated in the UK, Colt provides a range of information and
communication technology services to enterprises across cities in
Europe, Asia and North America, with a focus on network, voice and
data centre services to businesses. The company has an extensive
international next-generation network with deep local fibre access
and co-location assets in key cities as well as information hubs in
32 countries across Europe, Asia and North America. These
facilities provide Colt's customers, ranging from large
multinational enterprises to medium-sized companies, with seamless
end-to-end capabilities across technologies and geographies. In
2021, Colt generated revenue of EUR1,607 million and
company-adjusted EBITDA of EUR479 million.

MOODBEAM: Pagabo Acquires Business Out of Liquidation
-----------------------------------------------------
Grant Prior at Construction Enquirer reports that the owner of
framework provider Pagabo has acquired mental health monitoring
business Moodbeam.

The deal comes just weeks after Pagabo announced plans to introduce
mental health clauses into its procurement documents, Construction
Enquirer notes.

Pagabo owner, The 55 Group, first worked with Moodbeam in 2019 when
its wearable wristbands were used on site to gauge how workers were
feeling, Construction Enquirer discloses.

Moodbeam has dispensed with the wristbands and now offers online
and mobile dashboards for contractors to monitor the morale of
their workforce.

Moodbeam was founded in 2016 by the Gadget Shop founder and Red5
co-founder, Jonathan Elvidge, and former journalist Christina
Colmer McHugh, who devised Moodbeam after her daughter became
anxious at school.

Companies House records show Moodbeam Ltd went into voluntary
liquidation last month, Construction Enquirer relates.


NEWDAY BONDCO: Moody's Gives B2 Rating to New Senior Secured Notes
------------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to NewDay BondCo
plc's proposed 13.25% backed senior secured notes, due in 2026,
which will replace its existing 7.375% GBP325 million backed senior
secured notes, maturing in 2024. The proposed offering will be
consummated via a note exchange with the bondholders of the GBP325
million notes and/or issuance of new notes, subject to meeting a
minimum size of GBP200 million for the new issuance.

The rating on the existing notes will be withdrawn upon their
redemption.

RATINGS RATIONALE

The B2 corporate family rating of NewDay Group (Jersey) Limited
("NewDay") reflects its established franchise and its long track
record of lending to customers with various credit characteristics,
including non-prime. At the same time, the CFR reflects an elevated
credit risk of NewDay's loan portfolio, which Moody's nevertheless
deem to be well-managed. In addition, the CFR reflects NewDay's
improving profitability and narrowing tangible equity deficit, but
also its high reliance on confidence-sensitive wholesale funding,
most of which is in the form of securitizations and variable
funding notes. Essentially all of NewDay's borrowings are secured,
which results in high asset encumbrance, constraining its financial
flexibility. The CFR also considers NewDay's diversified funding
base, with a number of banks providing credit facilities, but also
limited long-term funding sources, with only one senior note in its
capital structure.

The planned note exchange will improve NewDay's liquidity and
funding profile by extending its term debt maturity from February
2024 until December 2026; however, a higher coupon rate on the new
issuance will also increase NewDay's interest expense, reducing the
company's profitability.

NewDay BondCo plc's backed senior secured debt ratings of B2
reflect their priorities of claims and asset coverage in the
company's liability structure.

OUTLOOK

The outlook is stable, reflecting Moody's expectation that NewDay's
financial performance, including the stabilization of its funding
position through the refinancing of its secured notes, will remain
solid and in-line with the credit indicators consistent with the B2
CFR, notwithstanding a potential negative impact on its
profitability and asset quality from reduced consumer affordability
in the inflationary and high interest rate operating environment.

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

NewDay's ratings could be upgraded if the company demonstrates
resilient financial performance during the current economic
downturn, without meaningful deterioration in profitability and
asset quality and  with strong liquidity management, as evidenced
by continued access to capital markets and continued renewals of
warehouse credit facilities, and if its presently negative tangible
capitalization materially improves in order to provide greater loss
absorption for unexpected losses.

NewDay's ratings could be downgraded if NewDay fails to refinance
its existing backed senior secured notes, maturing in February
2024, or if its liquidity and funding profile otherwise weakens.
The ratings could also be downgraded if NewDay experiences
meaningful deterioration in its  profitability and asset quality.  
           

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Finance Companies
Methodology published in November 2019.

ORION WINDOWS: Bought Out of Administration, 16 Jobs Saved
----------------------------------------------------------
Jaimie Kay at YorkshireLive reports that a North Yorkshire-based
window company has been bought out of administration, saving the
jobs of all 16 staff.

York-based Orion Windows Limited was bought by Orion Home
Improvements. Established in 1989, the independent company supplies
conservatories, orangeries and windows and doors.

With a showroom in Clifton Moor, York, the sixteen workers were
facing redundancy as the firm went into administration. However,
Phil Booth, of Booth & Co was appointed the administrator on
November 18, 2022 and the assets and business were sold to Orion
Home Improvements immediately, YorkshireLive relates.

Orion is a company owned by a consortium that includes the
directors of Conservatory Outlet Ltd, Orion Windows' main
manufacturer and supplier.

According to YorkshireLive, Phil Booth said: "After 30 years of
successful trading, Orion Windows has been faced with a number of
issues over the last couple of years; having suffered from the
impact of multiple Covid lockdowns which resulted in a fall in
revenue, it was then hit by the escalating costs of raw materials
and energy.

"The company was marketed by Mark Rowlands of SIA Group in Leeds
and a pre-packaged sale was subsequently agreed to Orion Home
Improvements, securing the future of this long-established
business.  This deal is great news for staff, customers and
suppliers."

"Like many businesses, Orion Windows was adversely affected by the
disruption of the pandemic as well as the pressure of spiralling
costs, but in the hands of a new owner with significant experience
in the sector, the business has a brighter future ahead,"
YorkshireLive quotes Alice Pratt of Clarion as saying.


WORCESTER WARRIORS: Owes More Than GBP30 Million to Creditors
-------------------------------------------------------------
Sky Sports reports that a detailed report by administrators Begbies
Traynor has revealed full Worcester Warriors debts total more than
GBP30 million, as the relegated Premiership club continue to seek a
new buyer.

According to Sky Sports, former Worcester CEO Jim O'Toole is in
pole position to complete a takeover, with the report sent to the
club's creditors revealing O'Toole and James Sandford's consortium
paid a GBP500,000 deposit to be able to negotiate exclusively until
the end of November.

The report also states that former Warriors owners Jason
Whittingham and Colin Goldring claim they are still owed over GBP2
million by the club, Sky Sports notes.

Other findings show that O'Toole and Sandford's consortium have
already invested more than GBP1 million in the club, and paid off a
GBP634,000 loan taken on land at Sixways taken by the previous
owners, Sky Sports discloses.

WRFC Players Ltd -- the company which held the contracts of
Worcester Warriors' players and some staff -- was liquidated in the
High Court, Sky Sports recounts.

The winding-up petition heard concerned an unpaid tax bill of
approximately GBP6 million, and the result saw the contracts of
Worcester's players immediately terminated, Sky Sports notes.

According to Sky Sports, in the latest report, Begbies Traynor
confirm the club owe the Government GBP16.1 million in loans from
the Covid Sports Survival plan, and still owe GBP2.1 million in
unpaid taxes to HMRC.

Ticket holders, suppliers, businesses and banks connected to the
club are also owed more than GBP5.8 million, while WRFC Players Ltd
owed GBP6.8 million prior to being wound up, Sky Sports states.

The administrators have also confirmed that even if the entirety of
Worcester's remaining assets were sold, the prospective funds
raised would not be enough to pay off the existing debts, Sky
Sports relays.

According to Sky Sports, joint-administrator Palmer said in the
report that money owed to the HMRC is "highly likely" to be repaid,
while the debt owed to the Government would be taken on by a future
buyer.


[*] UK: Corporate Insolvencies Up 15.7% Month-on-Month, R3 Says
---------------------------------------------------------------
Graeme Whitfield at BusinessLive reports that the traditional
Christmas boost may not be enough to save many North East
businesses from failure, an insolvency expert has warned.

Chris Ferguson, North East chair of insolvency and restructuring
trade body R3, was speaking after the latest Insolvency Service
data revealed a 15.7% month-on-month increase in corporate
insolvencies, BusinessLive relates.

The figures were also 38.2% higher than the number of business
failures reported this time last year, BusinessLive discloses.

According to BusinessLive, Mr. Ferguson, who is head of recovery &
insolvency at Gosforth-based RMT Accountants & Business Advisors,
said: "The run-up to Christmas is often the most important part of
the trading year for many North East businesses, especially those
in the retail and hospitality sectors, that can tip the balance
between a good and bad trading year.  Although we are now entering
the busy festive season, with the added bonus of a men's World Cup,
the jury is still very much out on whether the pre-Christmas
trading period will lead to the traditional boom many businesses
need.

"Money worries continue to be front of mind for many people as the
costs of food, fuel and energy continue to rise and real wages
fall. Many people aren't sure how expensive their energy bills will
be this year and are likely be reluctant to spend money they feel
they may otherwise need to cover rising living costs.

"Business owners themselves will also be worried about the economic
conditions that are affecting their particular sector. The prospect
of an imminent and prolonged recession will raise the challenge of
how they will meet rising costs, including increasing employee pay
expectations as well as covering their own living expenses."

As well as the big rise in corporate insolvencies, personal
insolvencies across England and Wales also showed a month-on-month
increase, rising by 4.9% to 10,514 in October, and were 8.6% higher
than October 2021's figure, BusinessLive notes.




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

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

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

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

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

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

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

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

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



                           *********


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

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

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

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

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

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