---

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

                          E U R O P E

          Tuesday, November 29, 2022, Vol. 23, No. 232

                           Headlines



A Z E R B A I J A N

MORTGAGE AND CREDIT: Fitch Affirms BB+ IDRs, Alters Outlook to Pos.


F R A N C E

CASINO GUICHARD-PERRACHON: Fitch Gives 'B-' LT IDR, Outlook Pos.


G E R M A N Y

ADLER GROUP: Reaches Deal with Creditors to Extend Debt Maturities
K+S AG: S&P Raises Long-Term ICR to 'BB+', Outlook Positive
RUESTER GMBH: Files for Restructuring in Self-Administration


G R E E C E

ELLAKTOR SA: Fitch Puts 'B' LT IDR on Rating Watch Neg.


I R E L A N D

CVC CORDATUS XXVI: S&P Assigns Prelim B-(sf) Rating to Cl. F Notes


I T A L Y

CENTURION BIDCO: Fitch Affirms 'B+' LT IDR, Alters Outlook to Neg.


N E T H E R L A N D S

NOBEL BIDCO: S&P Cuts LT Rating to 'B' on Pressured Margins


S P A I N

IM CAJA LABORAL 2: Fitch Ups Rating on Cl. C Notes to 'BBsf'


U N I T E D   K I N G D O M

CPUK FINANCE: S&P Ups Rating on Class B4-Dfrd Notes to 'B (sf)'
ECLIPSE DISTRIBUTION: Goes Into Administration
HARTLEY PENSIONS: FCA Provides Update on Administration
MAISON BIDCO: S&P Alters Outlook to Negative, Affirms 'B+' ICR
RECYCLING TECH: Scotland Faces Questions Over GBP1.7M Grant in 2018

WELCOME NURSERIES: Owed Creditors More Than GBP3.5 Million

                           - - - - -


===================
A Z E R B A I J A N
===================

MORTGAGE AND CREDIT: Fitch Affirms BB+ IDRs, Alters Outlook to Pos.
-------------------------------------------------------------------
Fitch Rating has revised the Outlook on Mortgage and Credit
Guarantee Fund of the Republic of Azerbaijan's (MCGF) Long-Term
Foreign- and Local-Currency Issuer Default Ratings (IDRs) to
Positive from Stable and affirmed the IDRs at 'BB+'.

The revision of the Outlook follows the revision of Azerbaijan's
(BB+/Positive) Outlook to Positive from Stable. The affirmation
reflects Fitch's unchanged view on the fund's strong link with the
Azerbaijan and its strategic importance in the provision of
affordable housing and development of business environment through
facilitating financing to small and medium enterprises (SMEs).

The assessment of support rating factors under Fitch's
Government-Related Entities (GRE) Criteria resulted in a score of
50 leading to equalisation of the ratings with the sovereign
irrespective of the company's Standalone Credit Profile (SCP).

KEY RATING DRIVERS

Status, Ownership and Control: 'Very Strong'

The fund is a special status non-commercial organisation, which is
fully-owned by the state. The fund can only be liquidated or
reorganised by the decision of the President of Azerbaijan. The
state is not legally obligated to pay for the fund's liabilities in
case of insolvency. However, in Fitch's view, liability transfer to
the state or state-designated entity may be among supportive
measures, if needed.

The fund's operations are tightly controlled by the central
government through a trustee board, whose members are appointed by
the President. The board currently consists of representatives of
the presidential administration, several ministries and the Central
Bank. The trustee board approves the fund's annual borrowings.

Support Track Record: 'Very Strong'

MCGF continues to benefit from solid support from the state. For
social mortgage funding it receives capital injections annually
from the state, which totaled AZN166 million in 2021-2022. The
Central Bank's buy-back guarantee on the fund's bonds is another
form of support. It implies the Central Bank's obligation to buy
back the fund's bonds from bondholders on request. The Central Bank
holds more than 30% of MCGF's outstanding bonds. The fund is among
four organisations in the country that are exempt from the payment
of income tax. The state provides indirect support through special
risk group classification of the fund's bonds and its products,
making them more attractive for banks.

Fitch expects regulatory and political influence to remain strongly
supportive of the entity at least over the medium term. The state
plans to provide AZN100 million of financing in 2023. Most of these
funds are for the provision of social mortgages, but also include
funding for subsidising loans to SMEs.

Socio-Political Implications of Default: 'Very Strong'

The provision of affordable housing to population is among the
government's top strategic priorities. The fund is the only entity
entitled to provide subsidised mortgages in the country, for which
there is no potential substitute. According to management's
estimates, the fund's share of the country's mortgage loans to
households is currently around 80%.

As a state agent in implementing the national housing policy, MCGF
channels low-cost funding to the mortgage market, making mortgage
loans affordable for the population. This makes the fund dependent
on regular access to financing. Therefore, in Fitch's view,
potential financial distress of the fund would materially impact
its core operations, endangering implementation of the national
housing policy, which would have severe socio-political
repercussions.

Financial Implications of Default: 'Strong'

The fund is a regular and one of the largest participants in the
domestic bond market. In Fitch's view, its default would materially
impair confidence in the national financial system and impact the
availability and cost of funding for the sovereign and other
national GREs. This is to some extent mitigated by the modest size
of the Azerbaijani financial market. The fund has no exposure to
foreign capital markets.

Operating Performance

The fund is a non-commercial organisation and profit is not its
purpose, but it continues to demonstrate profitability, supported
by low-cost funding. In 2021, the fund recorded AZN14.0 million
profit, up from AZN7.2 million one year earlier, due to expansion
of the loans portfolio by 30%. The quality of the mortgage
portfolio remains stable with impaired loans representing less than
0.1% of the total.

Derivation Summary

Under its GRE Criteria, Fitch classifies the fund as an entity
linked to Azerbaijan and assesses the GRE support score at 50 out
of a maximum 60, which leads to equalisation of the fund's IDRs
with sovereign ratings irrespective of its SCP.

Liquidity and Debt Structure

MCGF's debt is dominated by mortgage and covered bonds, which
according to the fund represented 85% of the total debt as of 31
October 2022. The residual was represented by uncovered bonds. The
Central Bank is a bondholder of more than 30% of the fund's
outstanding debt while the rest is held by commercial banks.

The fund's cash totalled AZN43.5 million as of 31 October 2022 and
was almost entirely held in the Nostro accounts of the Central
Bank. Additional liquid assets included AZN39.0 million deposits in
commercial banks and AZN92.2 million in government bonds.

Issuer Profile

MCGF is a not-for-profit entity wholly owned by the state. Its
activity is controlled by the government through the Trustee Board.
The fund acts as a state policy arm in the field of affordable
housing through development of long-term mortgage lending and
rent-to-own mechanism. Its other mission is development of the
business environment by providing guarantees and granting interest
subsidies to entrepreneurs operating in non-oil sectors on loans in
domestic currency.

RATING SENSITIVITIES

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

- Negative rating action on Azerbaijan;

- A weakening of linkage with the government through changes to the
fund's legal status leading to a dilution of public control or
weakened incentives to support.

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

- Positive rating action on Azerbaijan.

ESG Considerations

Fitch no longer provides ESG relevance scores for MCGF as its
ratings and ESG profile are derived from its parent.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

The fund's IDRs are directly linked to Azerbaijan's IDRs.

   Entity/Debt                    Rating           Prior
   -----------                    ------           -----
Mortgage and Credit
Guarantee Fund of the
Republic of Azerbaijan   LT IDR    BB+  Affirmed     BB+
                         LC LT IDR BB+  Affirmed     BB+



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

CASINO GUICHARD-PERRACHON: Fitch Gives 'B-' LT IDR, Outlook Pos.
----------------------------------------------------------------
Fitch Ratings has assigned France-based retailer Casino,
Guichard-Perrachon S.A. (Casino) a 'B-' Long-Term Issuer Default
Rating (IDR). The Outlook is Positive.

The IDR reflects a business profile commensurate with a higher
rating level, but this is offset by a weak financial profile.
Casino has strong positions in the most dynamic geographies of the
French food retail market and in Latin America (LatAm), good profit
margin and online capabilities. These strengths are offset by high
legacy leverage and potential liquidity risks over the coming 18
months, remaining challenges in executing the company's business
plan amid a more difficult economic environment for consumers and
its forecast of weak free cash flow (FCF) generation until at least
2024.

The Positive Outlook reflects Fitch's expectation of substantial
improvement in Casino's leverage, through disposals, including the
completion of its significant asset disposal plan that started in
2018. The plan is likely to continue into 2023. Fitch currently
assumes that Casino will reduce leverage to be in line with
conditions for an upgrade by the end of 2023. However, Fitch still
sees some execution risks in its timely realisation to raise the
resources necessary to meet 2024 debt repayment maturities with a
good safety cushion.

KEY RATING DRIVERS

High Leverage; May Reduce by 2024: Fitch forecasts that net
adjusted debt/EBITDAR in 2022 will stay above the level
commensurate with its rating at 7.2x, despite disposals during the
year. Casino is optimising its debt structure by disposing of
assets, while it is not upstreaming cash to its parent, which Fitch
projects should lead to leverage normalising within the rating
sensitivity level of 6.0x in 2023.

Successful debt reduction through repayment and/or repurchases
remains critical for the rating trajectory. Fitch assumes that
there will not be any cash dividend paid to the parent Rallye until
at least 2025 as the board is committed to deleveraging the balance
sheet.

Disposal Plan in Progress: Casino disposed of EUR1.4 billion of
assets in 2020-2021, and Fitch expects another EUR1.4 billion in
2022. Its forecast assumes further disposals of EUR1.7 billion in
2023-2025, including full monetisation of Exito, and EUR1.0 billion
of asset sales in France (real estate, non-core and minority stakes
in operational assets). Its forecast assumes that Casino's disposal
pipeline will be completed by end-2025, although there are some
execution risks.

Parent-Subsidiary Linkage: Fitch uses its Parent and Subsidiary
Linkage Rating Criteria to assess the rating perimeter of Casino
and its relationship both with Rallye, its major shareholder, and
with its consolidated operations in LatAm. Fitch views Rallye as a
"weaker parent", given its leverage and limited other assets, and
Fitch assesses the legal ring-fencing of Casino as 'Insulated'.
Combined with 'Porous' access and control, this results in Casino
being rated based on its Standalone Credit Profile.

At the same time, limited recourse to cash flows from the 41% owned
LatAm operations leads to Fitch's deconsolidation of the business
for the rating analysis as per the Corporate Rating Criteria.

Inflation Challenges Margin Improvement: Fitch forecasts inflation
to slow profitability improvement from cost savings and expansion
through the franchise business model. Fitch assumes like-for-like
revenue growth for 2023 at 1.5%, below Fitch's forecast of CPI
inflation in France at 3.4%, as Fitch expects Casino's premium
offerings to take a bigger volume hit than the market average in a
challenging consumer environment.

However, the Fitch rating case projects EBITDAR margin to modestly
improve by 50 bp in 2023 to 9.1% and remain broadly stable in
subsequent years thanks to a recent shared purchase procurement
agreement and cost savings initiatives. Its assumptions take into
account 60% of the cost savings identified by management.

Capex-light Franchise Expansion: Casino's growth strategy is mainly
to expand its franchise network in proximity and convenience format
using its strong local brand. Low capex for franchise network
development and its higher profitability should support better
operating margins and help organic deleveraging. While capex
intensity is likely to be lower, Fitch still expects Casino's FCF
to be pressured by higher interest expenses and its FCF margin will
not exceed 0.5% in 2023. However, once EBITDA strengthens and, if
interest charges fall on more debt being repaid from 2024, Fitch
believes FCF margin may rise towards 1% to 2%.

Solid Business Profile: Casino has strong positioning in the French
food retail sector, albeit with regional strengths rather than a
national player, and growing, well-established and structurally
profitable non-food e-commerce activity via CDiscount. The latter
contributes 5% to 10% of group EBITDA and can be a valuable
monetisable asset in the medium term. Fitch also believes the
company is building important competitive advantages in food
delivery and environmental and social sustainability. However, its
focus on the upscale market carries risks in an economic downturn.

Corporate Governance Risks: Although debt documentation limits
Casino's potential cash upstream to Rallye, Fitch continues to
believe that the long-term interests of Casino's shareholders are
not aligned with those of debtholders, because dividends from
Casino remain a key source of funds for debt repayment for Rallye.
In addition, the same person is CEO of Casino, as well as chairman
and controlling shareholder of Rallye and the subsidiary.

However, Casino's corporate governance has improved and is less
shareholder-friendly, with no dividends paid to Rallye in
2020-2022.

DERIVATION SUMMARY

Fitch applies its Food-Retail Navigator framework to assess
Casino's rating and position relative to peers'. Comparing Casino's
rating with international retail chains, such as Tesco PLC
(BBB-/Stable), Casino has smaller business scale and more limited
geographic diversification, which are partly offset by somewhat
stronger profitability reflected in an 8% EBITDAR margin at Casino
compared with Tesco's around 7%.

Relative to Bellis Finco plc (ASDA, BB-/Negative) and Market Holdco
3 Limited (Morrisons, BB-/Stable), Casino is rated three notches
lower as it has a smaller size and higher expected financial
leverage of 7.2x on a net adjusted debt/EBITDAR basis in 2022
compared to ASDA's 5.4x and Morrison's 6.5x.

Relative to WD FF Limited (Iceland, B/Negative), Casino is rated
one notch lower given its higher leverage of 7.2x in 2022 compared
with Iceland's 6.7x, which is only partially offset by its larger
size and stronger profitability.

Compared with Picard Bondco S.A. (B/Negative), Casino is rated one
notch lower because Picard's smaller size and similar leverage are
well compensated by the latter's stronger profitability and FCF
generation as well as lower execution risks.

No parent-subsidiary linkage or Country Ceiling aspects were
applied to these ratings.

KEY ASSUMPTIONS

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

- 1.5% annual like-for-like sales growth for Casino's French retail
business from 2023 as price increases are partially offset by lower
volumes;

- 2.1%-2.5% overall annual growth in French retail business as
franchisee expansion complements like-for-like growth;

- EBITDA margin dropping to 4.8% in 2022 (2021: 5.3%) and gradually
improving to 5.8% in 2025 supported by cost-saving measures,
including more efficient purchasing terms, and by franchisee
expansion, although partially offset, particularly in 2022-2023, by
higher energy and labour costs as well as delays in passing on
higher cost of goods;

- Working capital inflow of EUR40 million a year from 2022
reflecting normalised working capital following the completion of
the restructuring plan;

- Capex intensity at 2.2%-2.5% of sales;

- EUR1.4 billion of assets sales in 2022 followed by EUR1.7 billion
over 2023-2025; and

- No dividends or M&A until 2025.

Fitch's Key Assumptions on Recovery Ratings:

- The recovery analysis assumes that Casino would be considered a
going concern in bankruptcy and that it would be reorganised rather
than liquidated in case of default. Fitch has assumed a 10%
administrative claim in the recovery analysis.

- Fitch has assumed that Casino's debtholders would get additional
value from CBD (holding company for LatAm operations) of EUR2.0
billion after applying a 20% haircut from the valuation of the
participation of Casino in CBD and its listed subsidiaries Assai
and Exito as of September 2022 (pro-forma for the spin-off of
Exito) and after deducting debt at Segisor level, an intermediate
holding group.

- Fitch has applied a distressed enterprise value/EBITDA of 5.0x,
in line with comparable businesses and reflecting the maturity and
characteristics of Casino's businesses under the restricted group
(i.e. excluding LatAm operations).

- In its bespoke going-concern recovery analysis Fitch consider an
estimated post-restructuring EBITDA available to creditors of
EUR700 million. This is sufficient to cover a cash debt service
cost of around EUR345 million, estimated cash taxes under stressed
scenario of about EUR40 million and a sustainable level of capex of
around EUR260 million to maintain the viability of Casino's
business model, representing a 18% discount to FY21 Fitch adjusted
EBITDA.

Its going concern assumptions would result in an outstanding
recovery rate for Casino's senior secured debt leading to a
Recovery Rating of 'RR1', indicating a 'BB-' instrument rating. The
waterfall analysis output percentage on current assumptions stands
at 100% for this debt class. Following the payment waterfall, its
assumptions result in under average recoveries for the senior
unsecured notes issued by Casino leading to a 'RR5' and 'CCC+'
instrument rating with an output percentage of 20%, and no
recoveries for the perpetual bonds (hybrids), which are treated as
debt, leading to an 'RR6' and 'CCC' with an output percentage of
0%.

RATING SENSITIVITIES

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

- Continued conservative financial policy including no dividend
payments, with asset disposal plan completion in line or ahead of
Fitch's forecasts and proceeds ensuring sufficient liquidity
cushion.

- EBITDAR margin consistently above 8%

- Adjusted net debt/EBITDAR consistently below 6.0x

- Operating EBITDAR/net interest paid + Rents above 1.5x

Factors that could, individually or collectively, lead to revision
of the Outlook to Stable:

- Liquidity below 2.0x, with available cash, revolving credit
facility (RCF) funds and cash in segregated accounts not covering
the debt maturities in the next 18-24 months

- Delay in execution of asset disposal plan

- Lack of visibility over adjusted net debt/EBITDAR trending
consistently below 6.0x by 2023

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

- Liquidity below 1.5x, with available cash, RCF funds and cash in
segregated accounts not covering the debt maturities in the next
18-24 months

- Operating EBITDAR/net interest paid + rents below 1.2x

- Adjusted net debt/EBITDAR consistently above 7.0x

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: At end-September 2022, Casino had a fully
undrawn EUR2.1 billion RCF, but with availability limited to EUR605
million at that date due to the 3.5x secured leverage covenant.
There was also EUR403 million of cash on the balance sheet. Fitch
expects that the main source of liquidity for debt repayment to be
proceeds from planned asset sales - EUR1.4 billion in 2022 and up
to EUR1.7 billion assumed under the Fitch rating case. Fitch
expects that the funds from divestments to be completed by the end
of 2022 to be sufficient to cover 2023 maturities.

The company's debt maturity profile remains somewhat concentrated
with important maturities in 2024 (EUR1.2 billion) and 2025 (EUR1.8
billion).

ESG CONSIDERATIONS

Casino has an ESG relevance Score of '4' for Governance Structure
due to recent debt restructuring at its parent Rallye and related
remaining uncertainties around debt servicing sources, as well as
to key person risks. This has a negative impact on the credit
profile and is relevant to the ratings in conjunction with other
factors.

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

   Entity/Debt              Rating            Recovery   
   -----------              ------            --------   
Casino, Guichard-
Perrachon S.A.        LT IDR B-   New Rating

   senior unsecured   LT     CCC+ New Rating    RR5

   subordinated       LT     CCC  New Rating    RR6

   senior secured     LT     BB-  New Rating    RR1



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

ADLER GROUP: Reaches Deal with Creditors to Extend Debt Maturities
------------------------------------------------------------------
Thyagaraju Adinarayan and Laura Benitez at Bloomberg News report
that Adler Group SA shares jumped as much as 64% after the landlord
agreed an expensive deal with creditors to extend debt maturities
and postpone publication of audited accounts.

According to Bloomberg, despite the Nov. 28 record gain, the
company's shares have still lost almost three quarters of their
value this year after a damning short report published by Viceroy
Research in October 2021 accused the company of being run for the
benefit of tycoon Cevdet Caner.

The embattled firm reached a pact with holders of about 45% of its
bonds to raise as much as EUR937.5 million (US$974 million) in the
form of a secured loan that will be used to pay back maturing
bonds, Bloomberg relays, citing a statement on Nov. 25.  They will
also be able to take 25% of the company's equity, Bloomberg
states.

"The proposed restructuring buys one thing -- time," Bloomberg
quotes Mark Benbow, a portfolio manager at Aegon Asset Management,
who owns Alder bonds, as saying.  If the deal is signed off it
"allows them to deal with the short term maturities and removes the
risk of a fire sale on the assets."

The landlord has been rushing to sell assets in the face of capital
markets that are effectively closed to the company as it seeks to
pay down EUR6.3 billion of debt, Bloomberg discloses.  The saga has
played out against the backdrop of a German real estate market
that's been hit by rising interest rates, causing a sharp slow-down
in deal making.

The proposed loan will incur an interest rate of 12.5% with a
maturity in June 2025, a 2.75 percentage point increase on the
interest rate on the bonds, Bloomberg states.  It needs 75%
approval to proceed, according to Bloomberg.

"The deal isn't easy, it's expensive, it's complex, it still has to
be executed," Chairman Stefan Kirsten said in a conference call
with reporters on Nov. 25.  "It cuts into the meat of our equity
holders.  That's totally clear. But this way, we're preserving the
company for all stakeholders."

According to Bloomberg, the statement said the deal will become
effective in the first quarter of next year if it wins approval.
Adler, Bloomberg says, will seek alternative processes in Germany
or abroad if it fails to get backing from investors.

A group of creditors to the firm including Pacific Investment
Management Co. hired Houlihan Lokey Inc. to help with a potential
restructuring, Bloomberg reported in August.

Adler has been selling assets to pay down debt since Viceroy's
accusations, together with a memo to the company's lenders compiled
by a former associate of Caner, triggered a collapse in the
company's stock and bond prices, Bloomberg discloses.

The landlord and Caner denied the charges and a forensic audit
conducted by KPMG cleared the company of systemic fraud but failed
to disprove all of the allegations, Bloomberg relates.  KPMG
subsequently quit as auditor, triggering a further sell-off,
Bloomberg relays.

The provision of the debt financing is subject to a positive
opinion from an advisory firm on the restructuring, Mr. Kirsten
said on the call with reporters, Bloomberg states.  The real estate
firm is working with advisers on an assessment of its balance
sheet, a so-called IDW S6, a necessary step to be able to raise
fresh funds in a financial restructuring, Bloomberg notes.


K+S AG: S&P Raises Long-Term ICR to 'BB+', Outlook Positive
-----------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
German potash producer K+S AG to 'BB+' from 'BB' and affirmed its
'B' short-term rating.

The positive outlook captures the possibility of an upgrade on the
back of continuous solid potash market conditions in the next 12
months and that leverage will remain very low in 2023. Ratings
upside would also hinge on reduced volatility in K+S' credit
metrics, supported by a very cautious financial policy and a strong
management commitment to maintaining a crisis-proof balance sheet,
with adjusted debt to EBITDA below 1.5x and at least neutral free
operating cash flow even under low potash prices.

Extremely high potash prices from strong demand and supply
tightness are pushing K+S' EBITDA to a record high, facilitating
minimal leverage at end-2022. We forecast S&P Global
Ratings-adjusted debt to EBITDA will strengthen to below 0.5x in
2022. Potash prices have increased materially since June 2021, with
a notable acceleration during the first half of 2022. The
significant increase in key agricultural commodity prices and the
resulting improvement in farm economics has ushered in favorable
agricultural fundamentals. This, combined with historically low
inventory levels in key regions, has led to strong potash
consumption and higher prices. The pricing further surged in
first-half 2022, fueled by the conflict in Ukraine, as well as the
resulting sanctions and logistics issues, which made the potash
produced in Belarus and Russia, roughly 38% of global production in
2021, inaccessible for many countries. S&P said, "We now expect
average selling prices for K+S' agriculture products to more than
double to above EUR610 per ton (/t) in 2022 from EUR298/t in 2021.
This led us to forecast that adjusted EBITDA will more than triple
to about EUR2.4 billion in 2022, from EUR709 million last year,
bringing the year-end result to the high end of our previous
estimate of EUR2.1 billion-EUR2.4 billion. Moreover, any near-term
risk of an impact on K+S' performance from a potential gas supply
shortage has reduced since Germany currently has stored high levels
of gas and the country has decreased its industrial gas
consumption."

S&P said, "We expect potash market conditions to remain solid and
K+S' leverage to stay low in 2023-2024, despite a declining trend
of potash prices from the unsustainably high level seen in the
first half of 2022.Healthy market demand, the prevailing supply
short-fall due to curtailment in export from Belarus and Russia,
and limited capacity additions are likely to keep potash prices
relatively high in the next one to two years. That said, we do not
believe the extremely high pricing in first-half of this year is
sustainable, and the decline started in the third quarter underpin
our view. Demand destruction is behind the decline, and we expect
it will continue into 2023-2024 since still relatively high prices
compared to historical levels and elevated energy prices will
continue to inflate production and freight costs. We expect selling
prices for K+S' agriculture products to steadily lower to
EUR400/t-EUR500/t in 2023 and EUR300/t-EUR400/t in 2024, even
though these prices are still significantly higher than the average
of about EUR250/t in 2016-2021. Additionally, we understand that
K+S has hedged a high share of its gas consumption in 2023-2024 at
a fixed price, leading to a relatively good predictability for its
energy costs. As a result, we forecast adjusted EBITDA of EUR1.2
billion-EUR1.4 billion in 2023 and EUR0.9 billion-EUR1.2 billion in
2024."

Cash free operating cash flow (FOCF) will also reach a record high
of EUR0.9 billion-EUR1 billion in 2022 from about negative EUR30
million in 2021. This is mainly driven by surging EBITDA and
well-controlled capital expenditure (capex), despite higher working
capital because of higher prices. K+S' recently announced "Werra
2060" project will convert the Unterbreizbach and Wintershall sites
of the Werra integrated production plant to a dry processing method
by 2027. This project will secure the integrated Werra plant's
lifetime until 2060 and increase the output with a more stable
utilization. Although this will significantly increase capex in
next years, FOCF should remain solidly positive in 2023-2024 thanks
to healthy EBITDA on supportive potash prices. S&P's expectations
of sound FOCF and a prudent financial policy suggest that the
company will be able to continuously reduce net debt, helping to
maintain low leverage of below 0.5x adjusted debt to EBITDA in the
next two years, even with declining potash prices and lower EBITDA
than 2022.

Maintaining a very cautious financial policy, combined with
continuous reduction in gross financial debt, could help K+S reduce
the volatility in its leverage ratios, despite unchanged
cyclicality of the industry and the company's high vulnerability to
fluctuations in potash prices. S&P said, "We understand that K+S is
committed to achieving an investment-grade credit rating and has
published its leverage target of below 1.5x net debt to EBITDA (as
defined by company and including mining obligations), even on the
low end of the cycle with low potash prices. We understand that the
company is focusing on increasing the robustness of its business
and maintaining at least neutral FOCF, even at temporarily low
potash prices, through well-controlled capex, disciplined merger
and acquisitions, as well as continuous improvement of its cost
position and site efficiency, as reflected in the recently
initiated "Werra 2060" project. The new dividend policy includes a
relatively low base dividend (EUR0.15 per share) and a
discretionary premium, depending on leverage and business outlook,
among others. We assume that next year's dividends will be markedly
higher due to the very strong performance in 2022 but fit
comfortably within the thresholds for the rating. We do not expect
a deterioration in leverage due to aggressive shareholder
distribution."

S&P said, "Moreover, we expect to see a continuous reduction in
gross financial debt. Following the more than EUR2 billion debt
reduction in 2021 since the sale of the Americas operating unit,
about EUR200 million debt outstanding due in 2022 have already been
fully redeemed and factoring has also been fully repaid. In
addition, we understand that K+S intends to fully redeem the 2023
and 2024 bonds with a total amount outstanding of about EUR800
million. K+S has launched the tender offer to repurchase its 2024
bond. We view this as evidence of K+S' strategy to maintain a
strong balance sheet, building up sufficient headroom for weaker
market conditions. We expect adjusted net debt to reduce to EUR600
million-EUR650 million in 2022 from EUR1.6 billion in 2021, then to
EUR300 million-EUR350 million in 2023.

"K+S' highly volatile earnings and cash flow reflect the industry's
cyclicality and the company's vulnerability to fluctuations in
potash prices. We believe K+S' EBITDA and cash flow will remain
volatile in the long term, reflecting its high exposure to volatile
potash prices and the fertilizer industry's cyclicality. Potash
price is the most important driver for the company's operating
performance. We estimate that EBITDA would decline by EUR45
million-EUR60 million if selling prices dropped EUR10/t, depending
also on the corresponding reduction in cash costs. Over the long
run, if potash prices are fully normalized and K+S' selling prices
returns to the historical average of about EUR250/t in 2016-2021,
EBITDA could deteriorate to EUR700 million-EUR800 million; but this
is not our base case for the next one to two years. Moreover, the
Russia-Ukraine conflict heightens the higher-than-usual volatility
in market prices, as the tailwind from supply disruption will
reverse if the export restriction from Russia and Belarus are
lifted or supply tightness is partly eased by capacity addition
from producers in other regions.

"Despite our expectation of a gradual improvement given the
initiation of "Werra 2060" project and various measures taken, K+S
still suffers from higher cash costs of its German mines compared
with many other industry peers.This is due to the mines' geology,
strict environmental regulations in the country, and much higher
energy costs amid the current European energy crisis. Despite a
moderate decline so far in 2022, partly driven by higher discount
rate, K+S' mining obligation is still relatively high and our debt
adjustment for asset retirement obligation amounts to nearly EUR635
million, more than 35% of total adjusted gross debt as of September
2022. Nevertheless, there should be a gradual improvement thanks to
the "Werra 2060" project. The newly initiated "Werra 2060" will
reduce K+S' environmental footprint, with more than 50% reduction
of saline process water for the affected sites; reduced steam
requirement, and CO2 emissions (down by 190kt per year, or about
15% of group emission). Furthermore, we acknowledge that solid
residues will decline by more than 50% at the Wintershall site,
avoiding tailings piles expansion, which was planned for early
2030s. We also recognize that K+S has already invested in CO2
certificates that cover about 70% of its production till 2030.
However, fallout from the Ukraine conflict highlights the need to
diversify energy sources and reduce the dependence on the Russian
supply of oil and gas. This, alongside CO2 reduction goals, is
accelerating the energy transition in Germany and propelling higher
investments in renewable energy in the chemical sector. We think
further investments, especially for the switch to renewable energy,
might be needed to keep up with the energy transition in Europe and
the long-term target of carbon neutrality."

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


RUESTER GMBH: Files for Restructuring in Self-Administration
------------------------------------------------------------
Christoph Steitz at Reuters reports that German car supplier
Ruester GmbH said it has filed for restructuring in
self-administration, a special form of insolvency proceedings that
give the owners bigger say, citing liquidity problems partly caused
by higher energy costs.

As part of the proceedings, Ruester, which makes annual sales of
around EUR120 million (US$125 million) and made two acquisitions in
2022, will look for a buyer as a way to keep the company afloat, it
said, Reuters relates.

"Due to insufficient financing in the course of the takeover, in
combination with process delays in the transfer and integration of
the acquired plants, as well as dramatic cost increases, especially
for energy, the company is currently facing liquidity problems,"
Reuters quotes Ruester as saying in a statement.




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

ELLAKTOR SA: Fitch Puts 'B' LT IDR on Rating Watch Neg.
-------------------------------------------------------
Fitch Ratings has placed ELLAKTOR S.A.'s 'B' Long-Term Issuer
Default Rating (IDR) on Rating Watch Negative (RWN). Fitch has also
revised the Outlook on Ellaktor Value PLC's notes to Stable from
Negative and affirming the rating at 'B'.

RATING RATIONALE

The RWN follows the completion of the voluntary tender offer by
Reggeborgh Invest B.V. (RBI) and Motor Oil (Hellas) Corinth
Refineries S.A. (MOH), which agreed to enter into a Framework
Agreement that ultimately triggered a change of control event in
the notes' documentation. Consequently, in September 2022 the high
yield bond was called and around three-quarters of the notes were
repaid. The remainder will be paid in the coming weeks, resulting
in the restricted group being abolished. The new Ellaktor will have
a higher exposure to the contracting business which underpins its
rating action.

To fund the repayment of the notes, ELLAKTOR has drawn funds from a
backstop facility provided by Greek banks. Fitch expects the
facility to be repaid with the proceeds from the 75% stake sale of
the renewable energy segment (RES) to MOH, which is progressing as
expected.

Fitch expects to resolve the RWN once Fitch has more clarity on the
group's planned capital structure, specifically on the amount and
type of debt that will remain at the new Ellaktor Group. This may
be delayed beyond the next six months.

The revision of the Outlook on Ellaktor Value's notes reflects the
certainty of funds available at the group to repay the outstanding
notes.

Change of Control Triggered

In May 2022, RBI launched a voluntary tender offer through its
wholly-owned vehicle Ellaktor Holding B.V. aimed at acquiring 241.9
million of ELLAKTOR's shares. Prior to the process RBI had 30.52%
of the total shares of Ellaktor and MOH had 29.87% as they acquired
104 million shares on 6 May 2022. The tender offer price was set at
EUR1.75/share. The company announced the successful completion of
the tender offer at the end of July 2022.

The Framework Agreement triggered a change of control event as per
the current finance documentation and there was an offer on the
notes issued by Ellaktor Value to be prepaid with a premium. The
change of control process was finalised by the end of September and
74.20% of the holders accepted. Of the EUR670 million of
outstanding notes, EUR497 million (plus a spread of 1.01x) was
repaid. The remaining EUR173 million of bonds will be repaid by 15
December 2022. Fitch will withdraw the notes' rating upon their
full repayment.

In September 2022, AKTOR Concessions raised EUR175 million through
a bond maturing in 2037, which has been used to repay intercompany
loans and to cover a EUR100 million corporate bond issued by
ELLAKTOR. The rest will be used for new investments.

Sale of RES ongoing; Backstop Facility Arranged

As failure to refinance the notes in a timely manner could have
resulted in a default and a multi-notch downgrade, ELLAKTOR
arranged a EUR670 million bridge to transaction (backstop) facility
with Greek banks to avoid any potential liquidity events. This
facility covered the group from the change of control event and
provides certainty of funds until funds from the RES sale are
received.

The sale process is advancing as expected. RES will be
deconsolidated from Ellaktor Group in the coming months. Upon
completion ELLAKTOR will hold a minority stake of 25% in the
resulting company and MOH will hold a stake of 75%. The equity
value has been determined at EUR795 million and the enterprise
value has been agreed at EUR1 billion on a debt-free-cash-free
basis and normalised working capital. ELLAKTOR will sell and
transfer its remaining shares to a new company (SpinCo) for a cash
consideration. The expected proceeds are over EUR700 million.

The proceeds from the sale combined with existing cash and
equivalents at Ellaktor Group level excluding RES (around EUR292
million at December 2021), and the backstop facility are sufficient
to repay the notes and re-organise the business.

Lack of Visibility on New Ellaktor

The rating actions consider the upcoming full repayment of the
notes issued by Ellaktor Value and highly likely subsequent
abolishment of the financing platform established by the restricted
group.

Once the sale of RES is concluded and the bonds repaid, Fitch
expects ELLAKTOR'S shareholders to provide details on its new
capital structure for the reorganised business. Fitch will then
re-assess ELLAKTOR'S new business and financial profile once more
certainty on the execution process, details about a business plan
and future strategy are available.

The RWN is also underpinned by the upcoming increased exposure to
the historically loss-making construction business.

Fitch has maintained its 'Midrange' assessment of Revenue Risk
(Volume) for Ellaktor Concessions, following the publication of its
new Transportation Infrastructure Rating Criteria, which assesses
volume risk on a five-point scale.

For an overview of ELLAKTOR'S restricted group credit profile,
including key rating drivers see 'Fitch Downgrades Ellaktor to 'B';
Outlook Negative', published 7 June 2021.

ASSET DESCRIPTION

ELLAKTOR is an infrastructure and construction group with a leading
position in Greece. The transaction's restricted group consists of
concessions (excluding the Moreas Motorway), renewables, and
environment business. It excludes the construction and real estate
business. Ellaktor Value the issuer and a wholly-owned subsidiary
of ELLAKTOR, which together with other guarantors, guarantees the
notes.

RATING SENSITIVITIES

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

- A failure to manage timely full repayment of the outstanding
notes.

- Full exposure of the credit profile to the existing construction
business could lead to a multiple notch-downgrade.

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

- An upgrade is unlikely in light of Ellaktor group's new business
mix, which will increase its exposure to construction.

CREDIT UPDATE

Attiki Odos (Athens Ring Road) 2020 traffic decline was 24%, while
revenues were down by 21%. Total traffic decline was in line with
our expectations of 25%. Traffic increased by 17% in 2021 and above
2019 during some months. As at 1H22, traffic was above 4% 1H19 and
30% up yoy.9M22 traffic was marginally below 2019 levels. Toll road
traffic is reaching 2019 levels, with a positive trend only
partially interrupted in January by a strong snowstorm. Tariffs
remained flat in 2021 and 2022

Through Aktor Concessions, ELLAKTOR forms part of a consortium that
is participating in the re-tender of the Attiki Odos concession,
which expires in October 2024, for an expected 25 years. The
prequalification phase ended at the beginning of May. Eight teams
were prequalified and the process is now at the binding offers
phase.

The Marina Alimos concession started its operations in January
2021, but its expansion is ongoing and its contribution to the
overall group's EBITDA is still marginal.

The restricted group's EBITDA materially increased by 28% in 2021
yoy, supported by traffic recovery and the increase in EBITDA from
the environment division. The RES division also makes a positive
contribution to revenue and EBITDA but will be soon divested.

The restricted group started to report RES as a discontinued
operation from 1H22 ahead of its upcoming departure from the group.
The restricted group's continuing operations EBITDA 1H22 was up by
8% yoy.

The construction division reported marginally positive EBITDA for
H122 and 9M22. Aktor Construction finally reached break-even,
reflecting management's efforts in recent years to turn the
division around. Aktor Construction was able to sign new contracts
and its current backlog is around EUR2.8 billion.

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
   -----------              ------                 -----
Ellaktor Value PLC
  
   Ellaktor S.A./
   Debt/1 LT          LT     B  Affirmed             B

Ellaktor S.A.         LT IDR B  Rating Watch On      B



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

CVC CORDATUS XXVI: S&P Assigns Prelim B-(sf) Rating to Cl. F Notes
------------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to CVC
Cordatus Loan Fund XXVI DAC's class A, B-1, B-2, C, D-1, D-2, E,
and F notes. At closing, the issuer will also issue subordinated
notes.

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

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

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

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

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

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

  Portfolio Benchmarks

                                                       CURRENT

  S&P weighted-average rating factor                  2,936.31

  Default rate dispersion                               435.16

  Weighted-average life (years)                           4.85

  Obligor diversity measure                             128.10

  Industry diversity measure                            21.26

  Regional diversity measure                             1.16


  Transaction Key Metrics

                                                       CURRENT


  Portfolio weighted-average rating
   derived from S&P's CDO evaluator                          B

  'CCC' category rated assets (%)                         1.89

  Covenanted 'AAA' weighted-average recovery (%)         34.50

  Covenanted weighted-average spread (%)                  4.05

  Covenanted weighted-average coupon (%)                  4.40


Asset priming obligations and uptier priming debt

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

In this transaction, current pay obligations are limited to 5.0%,
but those obligations that are uptier priming debt can have up to
2.0% more. Corporate rescue loans and uptier priming debt that
comprise defaulted obligations are limited to 5%. There is an
overall limit on all uptier priming debt of 2.0%.

Liquidity facility

This transaction has a EUR1.0 million liquidity facility, provided
by The Bank of New York Mellon, with a maximum commitment period of
four years and an option to extend for a further two years. The
margin on the facility is 2.50% and drawdowns are limited to the
amount of accrued but unpaid interest on collateral debt
obligations. The liquidity facility is repaid using interest
proceeds in a senior position of the waterfall or repaid directly
from the interest account on a business day earlier than the
payment date. For S&P's cash flow analysis, it assumes that the
liquidity facility is fully drawn throughout the six-year period
and that the amount is repaid just before the coverage tests
breach.

Rating rationale

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

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

S&P said, "In our cash flow analysis, we used the EUR423.50 million
target par amount, the covenanted weighted-average spread (4.05%),
the reference weighted-average coupon (4.40%), and covenanted
weighted-average recovery rates at each rating level. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category.

"Under our structured finance sovereign risk criteria, we consider
that the transaction's exposure to country risk is sufficiently
mitigated at the assigned preliminary ratings (see "Incorporating
Sovereign Risk In Rating Structured Finance Securities: Methodology
And Assumptions," published on Jan. 30, 2019).

"Until the end of the reinvestment period on Jan. 15, 2028, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and it compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.

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

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

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

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

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

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

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

-- S&P's model generated break-even default rate at the 'B-'
rating level of 25.67% (for a portfolio with a weighted-average
life of 5.08 years), versus if it was to consider a long-term
sustainable default rate of 3.1% for 5.08 years, which would result
in a target default rate of 15.75%.

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

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

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

S&P said, "Taking the above factors into account and following our
analysis of the credit, cash flow, counterparty, operational, and
legal risks, we believe that our preliminary ratings are
commensurate with the available credit enhancement for all the
rated classes of notes.

"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class A to E notes
four hypothetical scenarios.

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

The transaction securitizes a portfolio of primarily senior-secured
leveraged loans and bonds, and it is managed by CVC Credit Partners
Investment Management Ltd.

Environmental, social, and governance (ESG)

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

-- Involved in the manufacture or marketing of anti-personnel
mines, cluster weapons, depleted uranium, nuclear weapons, white
phosphorus, biological and chemical weapons;

-- Where more than 5% of its revenue is derived from weapons or
tailor-made components;

-- Where any revenue is derived from tobacco production such as
cigars, cigarettes, e-cigarettes, smokeless tobacco, dissolvable
and chewing tobacco and obligors where more than 5% of its revenue
is derived from products that contain tobacco or the whole trading
of these products;

-- That derives more than 5% of its revenue from the mining of
thermal coal, or which has expansion plans for coal extraction;

-- That derives more than 5% of its revenue from oil sands
extraction, or which has expansion plans for unconventional oil &
gas extraction; or

-- That is an oil and gas producer which derives less than 40% of
its revenue from natural gas or renewables, or which has reserves
of less than 20% deriving from natural gas.

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

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

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

  Corporate ESG Credit Indicators

                              ENVIRONMENTAL   SOCIAL   GOVERNANCE

  Weighted-average credit indicator*   2.02    2.19      2.88

  E-1/S-1/G-1 distribution (%)         0.00    0.24      0.00

  E-2/S-2/G-2 distribution (%)        83.91   71.57     11.51

  E-3/S-3/G-3 distribution (%)         1.42   10.45     72.88

  E-4/S-4/G-4 distribution (%)         0.00    3.07      0.94

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

  Unmatched obligor (%)               14.67   14.67     14.67

  Unidentified asset (%)               0.00    0.00      0.00

*Only includes matched obligor.

  Ratings List

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

  A         AAA (sf)    252.00      3mE + 2.20%       40.50

  B-1       AA (sf)      25.70      3mE + 3.84%       33.01

  B-2       AA (sf)       6.00            7.00%       33.01

  C         A (sf)       36.00      3mE + 4.75%       24.51

  D-1       BBB+ (sf)    21.70      3mE + 6.16%       19.39

  D-2       BB*B- (sf)    8.00      3mE + 7.73%       17.50

  E         BB- (sf)     16.90      3mE + 8.42%       13.51

  F         B- (sf)      13.80     3mE + 10.83%       10.25

  Subordinated  NR       30.00              N/A         N/A

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




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

CENTURION BIDCO: Fitch Affirms 'B+' LT IDR, Alters Outlook to Neg.
------------------------------------------------------------------
Fitch Ratings has revised Centurion Bidco S.p.A. (Centurion)
Outlook to Negative from Stable while affirming its Long-Term
Issuer Default Rating (IDR) at 'B+'. Fitch has also affirmed
Centurion's EUR605 million fixed-rate notes at 'BB-' with a
Recovery Rating of 'RR3'. The action follows the acquisition of a
67% stake in the Italy-based consulting firm Be-Shaping The Future
SpA (Be).

The Negative Outlook reflects higher leverage, and weakening
coverage ratios and free cash flow (FCF) generation. This follows
its expectations of rising interest rates through 2023, paired with
uncertainties around the structure of acquisition financing. Fitch
also takes a more conservative view on Centurion's finance
division, following the disclosure by the company of overestimated
sales for 2022 due to an accounting error.

Fitch expects the company to acquire 100% ownership of Be in early
2023, after the conclusion of the mandatory tender offer (MTO) and
any equity minority squeeze out process. Centurion is an entity
created by private equity funds to acquire Engineering - Ingegneria
Informatica S.p.A. (EII), a leading Italian IT developer and
service provider, in 2020.

KEY RATING DRIVERS

Delayed Deleveraging: Fitch projects Centurion's gross debt at 6.4x
funds from operations (FFO) by end-2023, equivalent to 5.2x EBITDA,
higher than the 4.7x Fitch previously expected. EBITDA gross
leverage should ease back to within its 'B+' threshold by 2024.
Thereafter, Fitch expects FFO gross leverage to slowly decline on a
yearly basis. This deleveraging will be driven by moderate EBITDA
growth and by minor debt repayments. Lower revenue growth and
delays to cost savings may leave leverage higher than what is
acceptable for a 'B+' rating.

Low Growth in Finance: Centurion disclosed, in its 3Q22 update, a
revenue overstatement in its finance division with a net impact on
EBITDA of EUR9.3 million for 9M22. Fitch conservatively expects a
8% revenue decline for the division in 2022. Its projections for
the finance business factor in a 2021-2025 CAGR of around 2.5%,
excluding contribution from Be.

Interest Rates Rise Faster: Global interest rates have risen more
rapidly than expected in the past two months, and ECB policy rates
are now likely to peak at a later date and at a higher level than
Fitch has anticipated. Fitch forecasts rising rates to keep
Centurion's EBITDA interest coverage below its acceptable threshold
for a 'B+' rating until 2025.

Fitch expects it to use its bridge facility to fund the share
purchases under the MTO. Fitch expects the facility to be
refinanced with new debt in 2H23 or later. In the absence of that,
Fitch understands from management that the bridge financing can
remain in place for the next five years.

Poor FCF Generation: Centurion's business is low on capital
intensity, as most of R&D costs are expensed and deducted from
EBITDA. However, working capital can be volatile, as relevant
investments in client receivables are key to securing contracts.
The recognition of part of revenue is usually deferred until cash
is collected. Overall, FCF generation post Be acquisition is
moderately positive through the cycle. Fitch accounts for a total
of EUR48 million of non-recurring costs in 2022, including
acquisition- related, which should ease to around EUR10 million in
2025. On average, Fitch projects FCF margins lower than 2% for
2022-2025.

Minor MTO Execution Risks: Fitch assumes 100% of Be will be
acquired and does not expect a higher offer price during the
remainder of the process. Delays to the full ownership may slow
down the realisation of cost synergies, affecting its deleveraging
pace.

Acquisition Increases Banking Coverage: Be is a consultancy focused
on the banking sector. Fitch believes Unicredit SpA (BBB/Stable)
and Intesa San Paolo SpA (BBB/Stable) are important customers. Over
70% of mandates are pure consultancy, including strategic, process
and regulatory engagements, with the balance being system
integration of third-party platforms. Post-merger, financial
clients will be about a third of the combined entity's, followed by
industrial and public customers. This provides for higher revenue
growth opportunities in finance, but with higher concentration
risk.

Moderate Organic Growth: Fitch expects Centurion's pro-forma
revenue CAGR at 4% for the 2022-2025, with EII's organic growth at
3.8% and legacy Be revenue growth at 4%. The combined entity trades
almost entirely in Italy, where Fitch expects GDP declines in 2023.
However, incentives for digitalisation under the The Italian
National Recovery and Resilience Plan should aid new contract wins.
Fitch expects industrial and public sector customers to be affected
by rising input costs, slowing down EII's new mandates for 2023.
Innovation-led sectors, such as finance, telecoms and healthcare,
are set to see growing demand. Pricing power will be challenged by
increasing competition between consulting firms.

Slow Accretion in Profitability: Fitch projects the enlarged
company's Fitch-defined EBITDA margin to increase to over 14% in
2025 from around 13% in 2023. Both EII and Be revenues are driven
by consultancy projects, where personnel and outsourced technical
support make up the majority of the cost base. Margins are lower
than pure-play software houses. Fitch does not expect the
profitability of contracts to increase, as specialised labour cost
inflation is compensated by relocations of part of the workforce to
lower labour-cost areas in the country. Additionally, Fitch assumes
integration cost synergies to rise to a total of EUR8 million and
additional EUR10 million of cost efficiencies by 2026.

DERIVATION SUMMARY

The combination of EII and Be provides for a strong position in the
Italian IT software and consulting services markets. It will
benefit from a diversified client base with increasing coverage of
the Italian main banks. Its rating reflects technological knowledge
and leading market position in Italy, a contract-base revenue model
and high leverage. Around 30% of revenues will come from internally
developed software solutions, the rest from consulting and systems
integration. This project-led business model generates a
lower-than-sector average EBITDA margin, although it results in a
stable FCF profile.

Its Fitch-rated LBO peers include IT service companies such as
Cedacri MergeCo S.p.A. (B/Stable) and AlmavivA S.p.A. (BB-/Stable).
Additionally, it is comparable to ERP software-as-a-service
providers Teamsystem Holdings SpA (B/Stable) and Unit4 Group
Holding B.V. (B/Stable). Against pure-play software providers, it
is comparable with Dedalus SpA (B-/Stable).

The post-merger EII has lower leverage than its LBO peers, but
generates lower EBITDA and FCF margins. This is related to the
consulting nature of its business model and its lower share of
predictable and recurring revenues than peers, which have a either
a stronger subscription model or pure software content. Its high
but contained leverage and moderately positive FCF margins through
the cycle support its 'B+' rating. However, the current
unfavourable financing environment and the requirement to finance
the acquisition of Be, place its FCF, coverage and leverage ratios
under pressure.

KEY ASSUMPTIONS

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

- Acquisition of 100% of Be to close in 2023, with three months of
consolidation of Be already in 2022

- Atlantic Technologies S.p.A. factored in for around one month of
revenue and EBITDA contribution in 2022

- EII's organic revenue growth of 4.5% in 2022, followed by around
3.4% in 2023 and 4% in 2024

- Fitch-defined EBITDA margin stable at around 13% in 2022 and 2023
before increasing to around 14% in 2025

- Working-capital inflow of EUR37 million in 2022 and outflow of
EUR50 million in 2023, in line with revenue growth

- Capex at around 3% of revenue in 2022, and decreasing to around
2% in 2023 onwards

- Bolt-on acquisitions of EUR12 million a year from 2023 onwards

KEY RECOVERY RATING ASSUMPTIONS

The recovery analysis assumes that the combination of EII and Be
would be considered a going-concern (GC) in bankruptcy, and that it
would be reorganised rather than liquidated, given the inherent
value behind its contract portfolio, its incumbent software
licenses and strong client relationships.

Fitch has assumed a 10% administrative claim. Fitch assesses a
going-concern EBITDA at about EUR170 million, increased from the
previous EUR115 million due to the additional contribution of Be.
Fitch estimates that at this level of EBITDA, after the undertaking
of corrective measures, it would generate neutral FCF.

Financial distress, leading to a restructuring, may be driven by
severe recessionary effects, shrinking the client base as customers
may cut non-critical consulting and outsourcing. Additionally,
should the company fall technologically behind its competitors, it
may lose its clients' business-critical projects to competition.

An enterprise value (EV) multiple of 5.5x EBITDA is applied to the
GC EBITDA to calculate a post-reorganisation EV. This is in line
with multiples used for other software-focused issuers rated in the
'B' category.

Its recovery analysis includes Centurion's EUR605 million senior
secured notes, a EUR38 million term loan B (TLB) ranking pari passu
with each other, and a fully drawn bridge facility for EUR385
milllion. Fitch assumes a fully drawn super senior RCF of EUR195
million and around EUR98 million between bilateral facilities and
other financial liabilities.

An amount of EUR100 million of receivables factoring is assumed to
remain available through a potential restructuring. The debt
waterfall analysis results in expected recoveries of 53% for the
senior secured debt, resulting in a 'RR3' Recovery Rating and a
'BB-' instrument rating.

RATING SENSITIVITIES

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

- FFO gross leverage below 4.5x or total debt/EBITDA falling to
3.5x

- Cash from operations (CFO) less capex/total debt sustainably
higher than 10%, due to higher contracts profitability and improved
working capital management

- FFO interest coverage above 4.0x or EBITDA/interest paid rising
to 4.5x

- Increase of subscription-based recurring sales in the revenue
mix

- Evidence of improving leverage and coverage, including total
debt/EBITDA below 5.5x and EBITDA / interest paid above 2.5x by
2024 will lead to the Outlook being revised back to Stable.

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

- FFO gross leverage above 6.0x or total debt / EBITDA of about
5.0x due to low profit growth or debt-funded acquisitions

- FFO interest coverage remaining below 2.5x or EBITDA / interest
paid below 3.0x without any improvement for the next 18 months

- Increases in refinancing risk as a consequence of a missed
refinancing of the bridge facility

- Worsening FCF margin below 2% through the cycle with increase in
cash outflows from working capital and higher capex requirements

- Deterioration in quality of revenue towards a less recurring,
contract-led revenue model

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: Liquidity is underpinned by the presence of
cash on balance sheet and by its estimates of an undrawn amount
available under the RCF of around EUR150 million by end-2022.

ESG CONSIDERATIONS

Centurion has an ESG Relevance Score of '4' for Governance
Structure due to weak internal financial controls, which has a
negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.

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

   Entity/Debt             Rating        Recovery   Prior
   -----------             ------        --------   -----
Centurion Bidco
S.p.a.              LT IDR B+  Affirmed                B+

   senior secured   LT     BB- Affirmed     RR3       BB-



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

NOBEL BIDCO: S&P Cuts LT Rating to 'B' on Pressured Margins
-----------------------------------------------------------
S&P Global Ratings lowered its long-term ratings on Nobel Bidco
B.V. (Philips Domestic Appliances), its EUR1,050 million term loan
B (TLB), and its EUR650 million senior secured notes to 'B' from
'B+'.

In S&P's view, the company's recently announced restructuring
program would also weigh on already challenged profitability before
savings materialize in 2023.

The negative outlook reflects S&P's expectation that the group's
adjusted EBITDA margin and free cash flow generation will remain
muted in 2023 and that it sees a risk of delay in the company's
deleveraging.

Nobel Bidco's weakening profitability is pushing expected leverage
beyond 30x in 2022, which is not commensurate with a 'B+' rating.
Elevated carve-out costs of EUR110 million-EUR120 million, coupled
with adverse foreign exchange movements and inflationary pressure
on input costs, will lead to a deterioration of Philips Domestic
Appliance's profitability in 2022. S&P said, "Therefore, we have
revised our forecasts. We now expect the S&P Global
Ratings-adjusted EBITDA margin to contract to 1.5%-2.5% in 2022,
from an estimated 12.5% in 2021 and 15.1% in 2020. This translates
into S&P Global Ratings-adjusted debt to EBITDA increasing
significantly, and surpassing 30x in 2022, which represents a major
deviation compared with our previous estimate of close to 6.3x. Our
adjusted debt figure includes EUR650 million of senior secured
notes and the EUR1,050 million TLB (both maturing in 2028), EUR20
million-EUR25 million of lease liabilities, and EUR9 million-EUR10
million of pension liabilities; we expect the EUR250 million
revolving credit facility to remain undrawn. We do not deduct cash
from our debt calculation, since we expect generated liquidity will
be used to support the company's operations rather than for debt
repayment. Geographic diversification, positive trends, and pricing
should support revenue growth in 2023, although challenges for
margins remain."

S&P said, "In our view, positive trends like demand for healthier
lifestyles and increased hygiene requirements triggered by the
pandemic will continue to support sales volumes in 2023. This,
together with price increases the company has completed over 2022
and the continuous focus on flagship products, generally
characterized by higher price points, will support mid-single-digit
revenue growth in 2023. In addition, we expect softening demand and
operations in Europe could be somewhat offset by momentum in the
Middle East, Turkey, and Africa (META) and a progressive turnaround
of the Chinese operations, with more local-for-local products and
focus on online distribution channels. We anticipate margins in
2023 to remain at 6.0%-7.0%, well below historical levels. We
expect a marginal improvement in gross margins, given easing
pressure from freight costs and supply chain challenges. However,
we believe input costs will remain elevated compared with previous
years and cannot rule out further foreign currency volatility. We
expect further carve-out costs in 2023 of about EUR70 million-EUR90
million, somewhat offset by some cost savings. As a result,
leverage is expected to remain elevated, at about 9.0x-10.0x.
Therefore, headroom for the ratings remains limited. Overall, we
view Nobel Bidco's business risk profile as fair, supported by
Philips' strong brand recognition. The company's innovation
capabilities continue to support its business risk profile,
although somewhat offset by operating efficiency, which is likely
to remain subdued and weaker than peers'.

S&P said, "Nobel Bidco's recently announced restructuring could
further delay deleveraging. In September 2022, the company
announced a restructuring program with the aim of simplifying the
organization and better serve customers' needs. We expect EUR20
million-EUR30 million of costs associated with the new program in
2022 and believe savings will materialize in 2023. We also note
that the company has a new Chief Financial Officer. Overall, we
believe that additional fixed costs amid an already volatile and
difficult operating situation could lead to delays in
deleveraging.

"Nobel Bidco can rely on its cash balance and EUR250 million
undrawn revolving credit facility to cover its liquidity needs. We
anticipate Nobel Bidco will continue to preserve cash by focusing
on working capital management. We expect the company will rely on
its cash balance of about EUR95 million as of Sept. 30, 2022, and
full availability of its EUR250 million revolving credit facility
(RCF) to fund fixed charges for the next 12 months. Although we
think the company has flexibility at the moment regarding
liquidity, we believe there is risk of a shortfall should its
operations be further disrupted by supply chain issues or
higher-than-expected working capital needs to support the
turnaround of the Chinese operations.

"The negative outlook reflects the risk that Nobel Bidco (Philips
Domestic Appliances) could underperform our base-case scenario with
further delays along its deleveraging path. This could stem from
higher-than-expected carve-out and restructuring costs, or from
inability to counter margin erosion through price increases and
cost savings. We continue to view Nobel Bidco's liquidity as
adequate and expect the company to post limited free operating cash
flow (FOCF) in 2023.

"Rating downside could materialize within the next 12 months if
Philips Domestic Appliances' profitability and cash flow do not
improve according to our current assumptions, in 2023, with a high
likelihood of leverage increasing and staying above 7x on a
prolonged basis. This could stem from higher restructuring and
carve-out costs than currently anticipated, which potentially
further delays deleveraging. We could also consider a downgrade if
the company's cash flow generation came under pressure, or if the
group is not able to post at least neutral FOCF in 2023 and
materially positive thereafter.

"We could revise the outlook to stable if Philips Domestic
Appliances' operating performance stabilizes in 2023 and
extraordinary and carve-out costs diminish, enabling the company to
continue its deleveraging path, with debt to EBITDA decreasing to
below 7x. Significantly positive, sustainable FOCF generation would
be required for a stable outlook."

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



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

IM CAJA LABORAL 2: Fitch Ups Rating on Cl. C Notes to 'BBsf'
-------------------------------------------------------------
Fitch Ratings has upgraded a tranche each of IM Caja Laboral 1, FTA
and IM Caja Laboral 2, FTA, while affirming the rest. All Outlooks
are Stable.

   Entity/Debt                  Rating           Prior
   -----------                  ------           -----
M Caja Laboral 2, FTA

   Class A ES0347552004      LT AAAsf Affirmed   AAAsf
   Class B ES0347552012      LT A+sf  Affirmed    A+sf
   Class C ES0347552020      LT BBsf  Upgrade    BB-sf

IM Caja Laboral 1, FTA
  
   Class A ES0347565006      LT AAAsf Affirmed   AAAsf
   Class B ES0347565014      LT AAsf  Affirmed   AAAsf
   Class C ES0347565022      LT AA+sf Affirmed   AA+sf
   Class D ES0347565030      LT A+sf  Upgrade      Asf
   Class E (RF) ES0347565048 LT CCCsf Affirmed   CCCsf

TRANSACTION SUMMARY

The IM Caja Laboral series are securitisations of fully amortising
Spanish residential mortgages originated and serviced by Caja
Laboral Popular Cooperativa de Credito (BBB+/Stable/F2).

KEY RATING DRIVERS

Stable Asset Performance: The rating actions reflect the stable
asset performance of the securitised portfolios. The share of loans
in arrears over 90 days is low (around 0.3% and 0.5% of the current
portfolio balance, as of the latest reporting dates, for Laboral 1
and 2, respectively). However, downside performance risk has
increased as the recent increase in inflation may put pressure on
household financing and result in an increase in arrears,
especially for more vulnerable borrowers.

Sufficient Credit Enhancement: The upgrades and affirmations
reflect Fitch's view that the notes are sufficiently protected by
credit enhancement (CE) to absorb the projected losses commensurate
with higher and prevailing rating scenarios. Fitch expects CE
ratios to remain broadly stable due to the pro-rata amortisation of
the notes.

For IM Caja Laboral 1, the amortisation has recently been switching
between sequential and pro-rata at few interest payment dates (IPD)
because the low excess spread was not sufficient to fully cover all
defaults and resulted in limited drawings on the reserve fund,
typically replenished at the following IPD. The notes in both
transactions will amortise sequentially when the outstanding
portfolio balance represents less than 10% of their original amount
(currently 12.4% for Laboral 1, and 36.9% for Laboral 2).

Regional Concentration: The IM Laboral 1 and 2 portfolios are
exposed to geographical concentration in the regions of the Basque
Country (40.3% and 37.8%, respectively), Castilla y León (32.4%
and 26.4%, respectively) and Navarra (16.7% and 16.9%,
respectively). In line with Fitch's European RMBS Rating Criteria,
higher rating multiples are applied to the base foreclosure
frequency assumption to the portion of the portfolios that exceeds
2.5x the population share of these regions relative to the national
count.

RATING SENSITIVITIES

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

- For the notes that are rated at 'AAAsf, a downgrade of Spain's
Long-Term IDR that could lower the maximum achievable rating for
Spanish structured finance transactions

- Long-term asset performance deterioration such as increased
delinquencies or larger defaults, which could be driven by
unfavourable changes to macroeconomic conditions, interest rate
increases or adverse borrower behavior

- For Laboral 1 class D notes and Laboral 2 class C notes a
downgrade on BNP Paribas S.A.'s long-term deposit rating (AA-),
below the respective notes' ratings would be negative. The reserve
funds, held with BNP Paribas S.A. acting as SPV account bank, are
the main source of structural CE for both classes of notes. It may
result in an excessive counterparty dependency as the sudden loss
of these monies would imply a downgrade of 10 or more notches of
the notes in accordance with Fitch's criteria.

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

- The notes that are rated 'AAAsf' are at the highest level on
Fitch's scale and cannot be upgraded

- For the mezzanine and junior notes, CE increases as the
transactions deleverage sufficiently to fully compensate for the
credit losses and cash flow stresses that are commensurate with
higher rating scenarios

DATA ADEQUACY

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

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

Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.

ESG CONSIDERATIONS

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



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

CPUK FINANCE: S&P Ups Rating on Class B4-Dfrd Notes to 'B (sf)'
---------------------------------------------------------------
S&P Global Ratings upgraded to 'B (sf)' from 'B- (sf)' its credit
ratings on the class B4-Dfrd, B5-Dfrd, and B6-Dfrd notes issued by
CPUK Finance Ltd. At the same time, S&P has affirmed its 'BBB (sf)'
ratings on the class A2, A4, and A5 notes.

S&P said, "The upgrade of the class B notes reflects the borrowing
group's resilient current trading performance and incorporates our
view that, despite the headwinds posed by the inflationary
pressures, the operating company can maintain its leverage below
8.0x. It can do so given the group's premium offering, which tends
to attract higher income households and is reflected the borrowing
group's ability to steadily increase its average daily rates (ADR)
over the years."

CPUK Finance Ltd.is a corporate securitization, where the
collateral is in form of secured loans made by the issuer to the
borrowers. The borrowers' primary source of funds for ongoing
payments is cash flow from the operations of a portfolio of five
short-stay holiday villages located in the U.K. The borrower and
its subsidiaries granted security (fixed and floating) over the
borrower's operating assets, shares, and accounts to guarantee
undertakings under the loan and ensure that noteholders have the
ability to enforce the security in line with covenants, thereby
gaining control over the cash generating operating assets and, if
necessary, appointing an administrative receiver to control any
insolvency process.

The transaction blends a corporate securitization of the U.K.
operating business of the short-break holiday village operator
Center Parcs Holdings 1 Ltd. (CPH1), the borrower, with a
subordinated high-yield issuance. It originally closed in February
2012 and has been tapped several times since, most recently in May
2021.

Business risk profile

S&P said, "We have applied our corporate securitization criteria as
part of our rating analysis on the notes in this transaction. As
part of our analysis, we assess whether the operating cash flows
generated by the borrower are sufficient to make the payments
required under the notes' loan agreements by using a debt service
coverage ratio (DSCR) analysis under a base-case and a downside
scenario. Our view of the borrowing group's potential to generate
cash flows is informed by our base-case operating cash flow
projection and our assessment of its business risk profile (BRP),
which is derived using our corporate methodology.

"The COVID-19 outbreak had a severe impact on the lodging and
hospitality industry in the U.K., but several operators in the
space have reported 2022 trading performance, which is in line with
2019 and even higher. However, we observe some divergence among the
operators within the sector and not all segments have fully
recovered. Based on the performance of Center Parcs, we believe the
business has returned to pre-COVID-19 operational levels."

S&P continues to assess Center Parcs', the borrower's, BRP as
fair.

Recent performance and events

Trading in the six months of fiscal year 2023:

-- The company reported a good performance with revenue growth of
20.2% to EUR282.5 million for the 24 weeks ended Oct, 6, 2022,
compared with the same period in fiscal 2020 (i.e., the period
before COVID-19 lockdowns).

-- EBITDA is up by 24.4% to EUR146.5 million for the for the 24
weeks ended Oct, 6, 2022, compared with the same period in fiscal
2020 (i.e., the period before COVID-19 lockdowns).

-- Occupancy rates, fostered by high customer loyalty, recovered
to 97.6%, although marginally below 98.2% in fiscal 2020.

-- Average daily rent supported by a sustained investment program
has continued to improve, resulting in revenue per available lodge
(RevPAL) of EUR262.27 per night, a 22.6% like-for-like increase
from fiscal 2020.

-- Reported free operating cash flow for the first half of fiscal
2022 was about EUR52 million.

-- The company used excess cash in the business toward dividend
payments of about EUR120.9 million in the second quarter of fiscal
2023 and thereby repaid the remaining portion of the Brookfield
cash injection it received during the pandemic.

-- Advance booking trends provide good visibility for the group's
2023 performance with an occupancy level of 83% at Nov. 14, 2022.

Rating Rationale

CPUK Finance's primary sources of funds for principal and interest
payments on the class A notes are the loan interest and principal
payments from the borrowers and amounts available from the EUR90
million liquidity facility. The liquidity line is available at the
issuer level and covers about 18 months of the class A notes'
interest payments and the issuer's senior expenses. The class B
notes do not benefit from liquidity support.

S&P's ratings on the senior class A notes address the timely
payment of interest and the ultimate repayment of principal due on
the notes on their legal final maturity. They are based primarily
on our ongoing assessment of the borrowing group's underlying
business risk profile, the integrity of the transaction's legal and
tax structure, and the robustness of operating cash flows supported
by structural enhancements.

Debt service coverage ratio (DSCR) analysis

S&P's cash flow analysis serves to both assess whether cash flows
will be sufficient to service debt through the transaction's life
and to project minimum DSCRs in our base-case and downside
scenarios.

Base-case forecast

S&P said, "Our base-case EBITDA and operating cash flow projections
in the short term and the company's fair BRP rely on our corporate
methodology, based on which we give credit to growth through the
end of fiscal 2023. Beyond fiscal 2023, we apply our assumptions
for capital expenditures (capex) and taxes, in line with our global
corporate securitization methodology, which we then use to derive
our projections for the cash flow available for debt service."

For CPH1, S&P's current assumptions are:

-- U.K. real GDP growth of 3.3% in 2022 and a 0.5% contraction in
2023, after a growth of 7.4% in 2021. These forecasts are for the
calendar years.

-- Consumer price index (CPI) inflation of 9.5% in 2022 and 5.8%
in 2023.

-- Despite the challenging macroeconomic headwind, S&P forecasts
CPH1 to report revenue growth of about 10%-12% as the occupancy
level returns to pre-pandemic levels of 97% and self-imposed
capacity constraints are lifted. The advance booking trends further
support our occupancy assumptions.

-- Customers reducing their on-park spending on foods and
activities could represent temporary revenue restraints.

-- S&P assumes modest revenue growth of about 0%-2% for fiscal
2024 as is supported by the group's trading track record during the
2008-2010 recessionary periods.

-- Staff and energy costs will weigh on the group's EBITDA
margins, which S&P expects to deteriorate by about 200 basis points
to 47% in fiscal years 2023 and 2024, compared with 48%-49%
pre-pandemic.

-- S&P forecasts tax payments of EUR9.0 million for fiscal 2023
and EUR32.6 million in fiscal 2024. Its tax assumptions for fiscal
2024 and thereafter reflect this as well as the disappearing
corporation tax group relief.

-- S&P assumes annual interest payments of about EUR100 million.
Maintenance capex of EUR41 million for fiscal 2023. Thereafter, its
assume about EUR18.5 million, in line with the transaction
documents' minimum requirements.

-- Development capex of EUR35 million for fiscal 2023. Thereafter,
as S&P assumes no growth and, in line with our corporate
securitization criteria, it considered only the minimum EUR6
million investment capex required under the documentation.

-- The transaction structure includes a cash sweep mechanism for
the repayment of principal following an expected maturity date on
each class of notes.

-- Therefore, in lin7e with our corporate securitization criteria,
S&P assumed a benchmark principal amortization profile where each
of the class A notes is repaid over 15 years following its
respective expected maturity date, based on an annuity payment that
we include in our calculated DSCRs.

S&P established an anchor of 'bbb' for the class A notes based on:

-- S&P's assessment of CPH1's fair BRP, which we associate with a
business volatility score of 4; and

-- The minimum DSCR achieved in S&P's base-case analysis, which
considers only operating-level cash flows, including any trapped
cash, but does not give credit to issuer-level structural features
(such as the liquidity facility).

Downside DSCR analysis

S&P said, "Our downside DSCR analysis tests whether the
issuer-level structural enhancements improve the transaction's
resilience under a moderate stress scenario. Considering CPH1 and
U.K. hotels' historical performance during the financial crisis of
2007-2008, in our view a 15% decline in EBITDA from our base case
is appropriate for the borrower's particular business. We applied
this 15% decline to the base case at the point where we believe the
stress on debt service would be greatest.

"Our downside DSCR analysis resulted in an excellent resilience
score for the class A notes."

The combination of an excellent resilience score and the 'bbb'
anchor derived in the base case results in a resilience-adjusted
anchor of 'a-' for the class A notes.

The issuer's EUR90 million liquidity facility balance represents
about 7.8% of the outstanding class A notes' balance, which is
below the 10.0% level we typically consider as significant
liquidity support. Therefore, S&P has not considered any further
uplift adjustment to the resilience-adjusted anchor for liquidity.

Liquidity facility adjustment

As S&P has given full credit to the liquidity facility amount
available to class A notes, a further one-notch increase to any of
the resilience-adjusted anchors is not warranted.

Modifier analysis

The expected maturity date of the class A5 notes, which rank pari
passu with all other senior notes, falls in August 2028. As this is
beyond the six-year repayment window we typically consider under
S&P's corporate securitization criteria, it has lowered the
resilience-adjusted anchor by one notch to account for the long
tenor of the expected maturity date.

Comparable rating analysis

Due to its cash sweep amortization mechanism, the transaction
relies significantly on future excess cash. At the same time,
long-term forecasts of remote cash flows in the U.K. short-stay
parks sector remain uncertain, notably due to the presence of event
risk and exposure to changing consumer preferences over the long
term. To account for this combination of factors, S&P applied a
one-notch decrease to the class A notes.

Rating Rationale For The Class B Notes

S&P's ratings on the class B notes only address the ultimate
repayment of principal and interest on their legal final maturity
dates.

The class B4-Dfrd, B5-Dfrd, and B6-Dfrd notes are structured as
soft-bullet notes with expected maturity dates in August 2025,
August 2026, and August 2027, respectively, and legal final
maturity dates in February 2047, February 2051, and February 2051.
Interest and principal is due and payable to the noteholders only
to the extent received under the B4-Dfrd, B5-Dfrd, and B6-Dfrd
loans. Under their terms and conditions, if the loans are not
repaid on their expected maturity dates, interest would no longer
be due and would be deferred. Similarly, if the class A loans are
not repaid on the second interest payment date following their
respective expected maturity dates, the interest on the class B
loans would be deferred. The deferred interest, and the interest
accrued thereafter, becomes due and payable on the class B4-Dfrd,
B5-Dfrd, and B6-Dfrd notes' final maturity date. S&P said, "Our
analysis focuses on scenarios in which the loans underlying the
transaction are not refinanced at their expected maturity dates. We
therefore consider the class B5-Dfrd and B6-Dfrd notes as deferring
accruing interest from the class B4-Dfrd's expected maturity date
and one year after the class A2 notes' expected maturity date,
respectively, and receiving no further payments until the class A
notes are fully repaid."

Moreover, under the terms of the class B issuer-borrower loan
agreement, further issuances of class A notes, for the purpose of
refinancing, are permitted without consideration given to any
potential effect on the then current ratings on the outstanding
class B notes.

Both the extension risk, which S&P views as highly sensitive to the
borrowing group's future performance given its deferability, and
the ability to refinance the senior debt without consideration
given to the class B notes, may adversely affect the ability of the
issuer to repay the class B notes. As a result, the uplift above
the borrowing group's creditworthiness reflected in our ratings on
the class B notes is limited.

Counterparty Risk

S&P said, "We do not consider the liquidity facility or bank
account agreements to be in line with our current counterparty
criteria. As a result, the maximum supported rating is the lowest
issuer credit rating (ICR) among the bank account and liquidity
providers. Currently, the lowest rated providers are Barclays Bank
PLC and National Westminster Bank PLC, which act as the issuer's
liquidity provider and account bank, respectively.

"However, our ratings are not currently constrained by our ICRs on
any of the counterparties, including the liquidity facility and
bank account providers."

Outlook

A change in S&P's assessment of the company's BRP would likely lead
to rating actions on the notes. For the class B notes, whose credit
quality is linked to the overall corporate credit risk of CPH1, a
rating action could also arise from changes in the credit metrics
for the group.

Downside scenario

S&P said, "We could lower our ratings on the notes if we were to
lower the BRP on the borrower to weak from fair. This could occur
if CPH1's EBITDA margin drops to below 30%, or if operating
performance were to deteriorate materially due to macroeconomic and
geopolitical event risks or a change in customer preference
resulting in a substantial decline in RevPAL performance. Any
material damage to the group's reputation could also put pressure
on the ratings.

"We may consider lowering our ratings on the class A notes if their
minimum projected DSCRs in our downside scenario have a
material-adverse effect on each class's resilience-adjusted anchor.
We may also consider lowering our ratings on the class A notes if
our minimum projected DSCR gets closer to the lower end of the
1.8:1.0-4.0:1.0 range in our base-case scenario.

"We could lower our ratings on the class B notes if there were a
further deterioration in our assessment of the borrower's overall
creditworthiness, resulting in S&P Global Ratings' adjusted
debt-to-EBITDA multiple deteriorating to above 8.0x for a sustained
period."

In a scenario where the class A and B4-Dfrd notes are no longer
outstanding, the lack of a class B free cash flow DSCR covenant
would prevent, in certain circumstances, the class B5-Dfrd and
B6-Dfrd noteholders from enforcing security and exercising recourse
against the borrower, which may either result in a lower rating or
prevent us from continuing to rate the class B5-Dfrd and B6-Dfrd
notes under our corporate securitization criteria.

Upside scenario

S&P said, "We consider any upward revision of the borrower's BRP as
remote at this stage. It would depend on growth in revenues and
EBITDA from increased geographical and format diversification and
increased scale, while maintaining profitability. Additionally, we
seek a longer track record of the borrower's ability to manage
events risks.

"We may consider raising our ratings on the class A notes if our
minimum projected DSCRs go above 3.3:1.0 in our base-case scenario.
We may consider raising our ratings on the class B notes if the
total leverage (including the class A and B notes) of the group
were to decline toward 5.0x."


ECLIPSE DISTRIBUTION: Goes Into Administration
----------------------------------------------
Chris Tindall at MotorTransport reports that Loughborough-based
Eclipse Distribution has entered administration, just a year after
its founder sold the business to a private equity firm.

Business advisory firm Armstrong Watson confirmed it had been
appointed as administrator to the haulage and logistics company on
Nov. 14 and staff had lost their jobs, MotorTransport relates.

The company had traded from its base in Loughborough for over 30
years, providing haulage, logistics and delivery services to
customers across the country.


HARTLEY PENSIONS: FCA Provides Update on Administration
-------------------------------------------------------
The Financial Conduct Authority previously provided an update on
Hartley Pensions Limited in July notifying consumers that the firm
had entered administration, and Peter Kubik and Brian Johnson of
UHY Hacker Young LLP had been appointed as joint administrators.

The joint administrators have written to consumers explaining the
steps they are taking in the administration, and further
information is provided on their website.

On November 23, 2022, a communication was sent to members of the
pension schemes -- administered by Hartley -- by Tony Flanagan, a
director of Hartley and the director of the companies that act as
trustee of the Hartley SIPPS, without the agreement of either the
joint administrators or the FCA.

The communication contains factual inaccuracies which may have
caused customers concern.

Customers' existing pension assets are currently unaffected by the
firm going into administration.  They are held by trustee firms,
which are not regulated by the FCA and have not entered into
insolvency.  Pension assets cannot be removed without appropriate
consent.

It is for the administrators to determine how the costs of
transferring customers' SIPPS to alternative regulated SIPP
operators should be charged.  However, if any deductions are
required to be made from customers' SIPPS, then the administrators
will be required to make an application to court and any fees would
be subject to the oversight of the court.

Background
Hartley was subject to a number of FCA requirements due to serious
operational, financial and regulatory issues.  The firm entered
into a number of voluntary requirements between February 2022 and
June 2022.  A copy of the requirements can be found on the
Financial Services Register.  As a result of these issues, the FCA
also requested that the firm go into an insolvency process in the
interest of clients.  The firm sought professional insolvency
advice, and, as a result, the director determined that it was
insolvent and took steps to place it into administration.


MAISON BIDCO: S&P Alters Outlook to Negative, Affirms 'B+' ICR
--------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' long-term issuer credit rating
on Maison Bidco Ltd. (Maison), a U.K. housebuilder operating under
the Keepmoat brand. S&P is also affirming its 'B+' issue rating,
with a recovery rating of '3', on the developer's EUR275 million
senior secured notes.

The negative outlook reflects a one-in-three chance that S&P would
lower its rating on Maison in the next 12 months if its adjusted
debt to EBITDA exceeds 4.0x, its interest coverage weakens to below
3.0x, or its liquidity deteriorates.

S&P said, "We have revised the outlook to negative because we have
changed our base-case assumptions and now forecast tighter headroom
above our downside triggers for the current rating in the next
12-18 months. We have revised our base-case assumptions for Maison
due to tightening macroeconomic conditions in the U.K. and higher
mortgage borrowing costs, with average mortgage rates now close to
6% compared with 2%-3% a year ago. We now assume that average
selling prices will decline by around 7% year on year in 2023,
albeit from a high base in 2022, when Maison benefited from around
a 15% year-on-year increase in the average selling price to around
EUR205,000, by our estimates. We also assume that lower mortgage
affordability, exacerbated by cost-of-living pressures, will
temporarily constrain the demand for new homes. Previously, Maison
benefited from the government's help-to-buy scheme, which was
withdrawn in October 2022. In 2021 and 2022, the help-to buy scheme
supported around 62% and 40%, respectively, of the open market
sales (which account for over 70% of total sales). We understand
though that the government will maintain other affordable
home-ownership schemes. As a result, we now assume relatively flat
year-on-year completions at around 3,900 units in 2022-2024,
compared with 3,915 in 2021. Coupled with the effect of lower
prices, this leads to our forecast of Maison's revenues declining
to around EUR740 million-EUR780 million in 2023-2024 from our
estimate of around EUR800 million for 2022 (+14% year on year), and
its EBITDA contracting to around EUR70 million-EUR80 million from
our estimate of around EUR110 million for 2022. According to our
updated base case, Maison's adjusted debt to EBITDA will be about
3.7x-3.9x in the next 12-18 months, compared with about 2.5x-2.7x
as of the end of 2022. We also expect Maison's interest coverage to
be in the range of 3.2x-3.4x, depending on its utilization of the
revolving credit facility (RCF) to finance working capital needs,
but supported by the fixed interest rate of 6% on its EUR275
million senior secured notes due in 2027.

"We expect Maison's margins to contract to around 9%-10% in
2023-2024 due to elevated build cost inflation, somewhat mitigated
by efficient land management. We estimate that the positive price
momentum in 2022 will result in margins of around 13%-14% in 2022,
compared with 11% in the previous year. However, we now expect that
elevated build cost inflation compared to the past will make it
more challenging for Maison to maintain this level. We currently
observe build cost inflation of around 5%-10% across the market,
and forecast that in 2023, it may trend toward the lower end of
this range due to lower completions across the sector. As a result,
we expect the margin to stabilize at closer to 10%, in line with
the pre-pandemic level. We also forecast that margins will remain
lower for Maison than for its rated peers in the homebuilder
industry. This is the result of Maison's focus on the affordably
priced housing market, where average selling prices and margins on
construction spending are lower than mid-market housing projects.
In addition, Maison has exposure to the cost of building materials
and other associated cost increases because parts of its sales
contracts are at fixed prices. However, we understand these risks
are partly offset by back-to-back contracts with suppliers and
subcontractors, which it reviews at different construction stages.
We also think that Maison's focus on land-procurement efficiency
should support its gross margins at above 20%, close to historical
levels. We factor in the fact that Maison has secured a landbank
covering 99% of its operations in 2023 and around 78% in 2024 and
2025. We also acknowledge that the company offers a relatively
standard product range focused on single-family homes, which should
also benefit its operating efficiency.

"A long-term debt maturity profile and the absence of shareholder
distributions support our rating on Maison.Maison benefits from a
long debt maturity profile of close to five years, as the senior
secured notes due in 2027 represent most of its debt (EUR299
million as of July 2022). Our debt calculation does not include
payments for land, which is in line with our criteria and our
assessment of the company's peers. Maison also has access to a
EUR70 million RCF, of which it had utilized EUR22.5 million as of
July 2022 but subsequently repaid. We factor in the fact that
Maison does not plan to distribute any dividends, which should help
it to preserve cash and support its liquidity position.

"Our rating factors in Aermont Capital's (Aermont's) controlling
stake in Maison, which could lead to a more aggressive financial
policy in the future. Maison's main shareholder is funds managed by
Aermont. The majority of Maison's board of directors comprise
Aermont directors alongside the executive directors, and there are
no independent members. Although it is not in our base-case
scenario, we think having a financial sponsor as the main
shareholder could eventually push the company toward a more
aggressive financial strategy, thereby weakening its credit
metrics.

"The negative outlook reflects one-in-three probability that we may
downgrade Maison in the next 12 months if negative macroeconomic
conditions and weaker mortgage affordability weaken Maison's credit
metrics beyond our base case without any potential for a near-term
recovery, or if its liquidity deteriorates.

"We may downgrade Maison if its adjusted debt to EBITDA exceeds
4.0x and its interest coverage deteriorates to below 3.0x.

"We may revise our outlook to stable if Maison's adjusted debt to
EBITDA remains comfortably below 4.0x and its interest coverage
exceeds 3.0x on a consistent basis. Maison should also be able to
demonstrate adequate liquidity, including sufficient headroom under
its covenants and access to its RCF to fund its working capital
needs and support its growth."

Environmental, Social, and Governance

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

S&P said, "Environmental factors are a moderately negative
consideration in our credit rating analysis of Maison, since
homebuilders and developers have a material environmental impact
across their value chain, primarily associated with the development
and construction of buildings. Governance factors are also a
moderately negative consideration, because we view financial
sponsor-owned companies with aggressive financial risk profiles as
demonstrating corporate decision-making that prioritizes the
interests of the controlling owners. This also reflects the
generally finite holding periods and a focus on maximizing
shareholder returns. Social factors are an overall neutral
consideration in our credit rating analysis of Maison."


RECYCLING TECH: Scotland Faces Questions Over GBP1.7M Grant in 2018
-------------------------------------------------------------------
Michael Glackin at The Times reports that the Scottish government
faces fresh questions over its financial dealings after a
renewables firm to which it gave GBP2 million of taxpayers' money
collapsed into administration with liabilities of almost GBP23
million.

According to The Times, Recycling Technologies was given a GBP1.7
million grant in 2018, via Zero Waste Scotland, for its role in a
flagship recycling scheme, Project Beacon in Perthshire.

The company was a key element of Project Beacon, which was
originally due to be operational in 2018, and was intended to
establish a plant in Scotland that would "chemically recycle"
plastics to make new materials or other chemical products, The
Times discloses.  However, Project Beacon has suffered myriad
delays and has so far failed to progress, The Times relates.


WELCOME NURSERIES: Owed Creditors More Than GBP3.5 Million
----------------------------------------------------------
Catherine Gaunt and Katy Morton at NurseryWorld report that
documents published by the collapsed group's administrators reveal
how much money is owed, the names of creditors, and other
information.

Welcome Nurseries Ltd, which grew to be one of the largest nursery
groups in the UK in just over three years, went into administration
with estimated debts of more than GBP3.5 million, NurseryWorld
relates.

The extent to which Welcome Nurseries Ltd was in debt to its
creditors -- including nurseries it had acquired, local
authorities, energy suppliers and landlords among others at the
time it went into administration -- has been revealed in documents
published by the administrators on the Companies House website,
NurseryWorld discloses.

Set up in June 2019, Welcome Nurseries Ltd expanded rapidly and at
one point in early 2022 operated more than 40 nurseries.

According to information provided by a director at Welcome
Nurseries for Nursery World's Nursery Chains, which was published
in March, the company operated 48 settings, provided 5,125
registered places and had 750 employees.

The documents state that at the time Welcome Nurseries Ltd went
into joint pre-pack administration in August, it owed nursery
businesses it had bought using deferred payments an estimated
GBP1,745,380, NurseryWorld notes.

In addition, "trade and expense creditors" were owed an estimated
GBP1,672,832, NurseryWorld discloses.  The administrators stated
that these are estimated figures based on information provided to
them by the company.

In addition, as of Aug. 8, Welcome Nurseries was estimated to owe
its employees, "preferential creditors", a total of GBP67,200,
NurseryWorld states.  As of the same date it was estimated to owe
HMRC, its "secondary preferential creditors", the sum of
GBP963,071, according to NurseryWorld.

Immediately prior to the company going into administration there
were 32 nurseries in England operated by Welcome Nurseries,
NurseryWorld disclsoes.

Begbies Traynor was appointed as administrator by director Linda
Cuddy on August 8, 2022, NurseryWorld relates.

When the administrators were brought in, the company did not have
sufficient funds to pay its staff wages, NurseryWorld recounts.

Asset valuer Hilco Valuation Services was contacted by the proposed
joint administrators on July 28, 2022, and 'were advised of the
possible need for urgent assistance' and subsequently instructed,
NurseryWorld relays.

According to NurseryWorld, the details of a potential purchaser for
the company, Simon Fox, were provided to Hilco on the basis of an
acquisition through an insolvency process to facilitate
restructuring of the business.  It was also agreed that other known
nursery operators should be approached directly, "although it was
acknowledged that the available time and summer holiday period
would make it very difficult to conclude a transaction with such a
party prior to payroll being due."

Mr. Fox was made aware of a "pressing need for the company to
secure funding to pay the staff wages prior to August 5, 2022, or
for a sale of the business and assets to take place otherwise it
seemed likely that the nurseries would have to close and over 450
children would be left without childcare."

The administrators approached several of the other large nursery
groups in the UK in an attempt to strike a deal, NurseryWorld
notes.

Negotiations continued with Fox during the week commencing August
1, 2022, and culminated in an offer being received from Mr. Fox,
NurseryWorld discloses.

Twenty-six of the Welcome Nurseries and the company's head office
were bought by Fox via a new company, Harp Group Limited, for
GBP500,000, NurseryWorld relates.



                           *********


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

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

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

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

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

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


                * * * End of Transmission * * *