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

                          E U R O P E

          Thursday, December 1, 2022, Vol. 23, No. 234

                           Headlines



D E N M A R K

ORSTED A/S: S&P Assigns 'BB+' Rating to New Hybrid Instrument


G E R M A N Y

CORESTATE CAPITAL: S&P Lowers ICR to 'D' Following Missed Payment
DEMIRE DEUTSCHE: Moody's Cuts CFR, EUR600M Unsec Notes Rating to B2


I R E L A N D

ARBOUR CLO XI: Fitch Assigns 'B-sf' Final Rating on Class F Notes
ARBOUR CLO XI: S&P Assigns B- (sf) Rating to Class F Notes


I T A L Y

DEDALUS SPA: Moody's Cuts CFR to B3 & Alters Outlook to Negative


P O L A N D

ALIOR BANK: Fitch Affirms LongTerm IDR at 'BB', Outlook Stable


S P A I N

BANCAJA 10: S&P Lowers Cl. B Spanish RMBS Notes Rating to 'D(sf)'


U N I T E D   K I N G D O M

ALL SOFAS: Bought Out of Administration Via Pre-pack Deal
BOPARAN HOLDINGS: Moody's Affirms 'Caa1' CFR, Alters Outlook to Pos
BOPARAN HOLDINGS: S&P Alters Outlook to Stable, Affirms 'B-' ICR
BULB: Octopus Takeover Expected to Be Completed on Dec. 20
CENTRAL NOTTINGHAMSHIRE: Moody's Affirms Ba1 Secured Bonds Rating

GREAT ANNUAL: HMRC Files Winding-Up Petition Amid Restructuring
SATUS 2021-1: S&P Affirms 'B- (sf)' Rating on Class F-Dfrd Notes
SUPERDRY: Elliott Advisors Set to Bankroll GBP70-Mil. Rescue
THREAD: Marks & Spencer Acquires Intellectual Property
WINDHOIST: Goes Into Administration, Halts Operations


                           - - - - -


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D E N M A R K
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ORSTED A/S: S&P Assigns 'BB+' Rating to New Hybrid Instrument
-------------------------------------------------------------
S&P Global Ratings has assigned its 'BB+' issue rating to the
proposed, optionally deferrable, and subordinated green hybrid
capital security to be issued by Orsted A/S (BBB+/Stable/A-2). The
issuance of the EUR500 million benchmark-size transaction will be
subject to market conditions. Orsted will use most of the proposed
EUR500 million in issue proceeds to replace the outstanding EUR350
million in its 6.25% NC2023 2013/3013 subordinated hybrid capital
security with a first call date in 2023.

S&P said, "We consider the proposed security to have intermediate
equity content until its first reset date because it meets our
criteria in terms of its ability to allow Orsted to absorb losses
and preserve cash in times of stress, including through its
subordination and the deferability of interest at the company's
discretion in this period.

"Parallel with the proposed EUR500 million issuance, Orsted intends
to launch a tender offer for the remaining EUR350 million in its
NC2023 security. We understand that, subject to market conditions,
Orsted aims to increase the net nominal value of hybrid capital
issued by EUR150 million. According to our estimates, after the
proposed EUR500 million transaction, the overall amount of hybrid
capital eligible for intermediate equity credit will be 16%-18%,
which is slightly above our 15% hybrid capitalization-rate
guidance.

"We intend to treat the EUR150 million that Orsted does not use to
replace the NC2023 instrument as debt, and its related coupon
payments as interest in our adjusted credit metrics, until Orsted's
capitalization increases and drives the ratio back below 15%. We
expect this to happen during 2023 as the impact on equity of
Orsted's hedge account wanes. Over January-September 2022, Orsted's
hedge account reduced its equity by Danish krone (DKK) 73.7 billion
due to unrealized hedge losses, but we expect that this amount will
diminish as the hedges mature, implying that the hedge account will
be restored. We therefore see the breach of the 15% capitalization
guidance as temporary and expect Orsted to be in line with it
during 2023.

"Upon completion of the transaction, we will assign intermediate
equity content to EUR350 million of the new hybrid instrument until
the first reset date, set at least six years after issuance. We
will lower to minimal the equity content of the replaced NC2023
hybrid. We will also continue to assess as intermediate the equity
content of the remaining hybrids, as the issuance of the new hybrid
instrument confirms the permanence of hybrids in Orsted's capital
structure.

"We arrive at our 'BB+' issue rating on the proposed security by
notching down from our 'bbb' stand-alone credit profile on Orsted.
This is because we believe that the likelihood of extraordinary
government support from the Danish state for this security is low."
The two-notch differential reflects S&P's notching methodology,
whereby it deducts:

-- One notch for subordination because our long-term issuer credit
rating on Orsted is investment-grade (that is, higher than 'BB+');
and

-- An additional notch for payment flexibility, to reflect that
the deferral of interest is optional.

S&P said, "The notching we apply to rate the proposed security
reflects our view that the issuer is relatively unlikely to defer
interest. Should our view change, we may increase the number of
notches we deduct to derive the issue rating."

Orsted can redeem the security for cash at any time during the
three months up to and including first interest reset date, which
we understand will be six years after issuance, with a first call
date in 2028, and on any coupon payment date thereafter. Although
the proposed security is due in 3022, it can be called at any time
for tax, accounting, or ratings reasons, or for a substantial
repurchase event. If any of these events occur, Orsted intends, but
is not obliged, to replace the instrument. S&P said, "In our view,
this statement of intent mitigates Orsted's ability to repurchase
the security on the open market. We understand that the interest to
be paid on the proposed security will increase by 25 basis points
(bps) five years after the first reset date, and by a further 75
bps 20 years after the first reset date. We consider the cumulative
100 bps as a material step-up that is unmitigated by any binding
commitment to replace the instrument at that time. We believe this
step-up provides an incentive for Orsted to redeem the instrument
on its first reset date."

S&P said, "Consequently, we will no longer recognize the instrument
as having intermediate equity content after its first reset date,
because the remaining period until its economic maturity would, by
then, be less than 20 years. However, we classify the instrument's
equity content as intermediate until its first reset date, so long
as we think that the loss of the beneficial intermediate equity
content treatment will not cause the issuer to call the instrument
at that point. Orsted's willingness to maintain or replace the
instrument in the event of a reclassification of equity content to
minimal is underpinned by its statement of intent."

KEY FACTORS IN S&P's ASSESSMENT OF THE SECURITY'S DEFERABILITY

S&P said, "In our view, Orsted's option to defer payment on the
proposed security is discretionary. This means that Orsted may
elect not to pay accrued interest on an interest payment date
because it has no obligation to do so. However, any outstanding
deferred interest payment, plus interest accrued thereafter, will
have to be settled in cash, except on the maturity date in 3022, if
Orsted declares or pays an equity dividend or interest on equally
ranking securities, and if Orsted redeems or repurchases shares or
equally ranking securities. However, once Orsted has settled the
deferred amount, it can still choose to defer payment on the next
interest payment date."

KEY FACTORS IN S&P's ASSESSMENT OF THE SECURITY'S SUBORDINATION

The proposed security and coupons are intended to constitute the
issuer's direct, unsecured, and subordinated obligations, ranking
senior to their common shares and parity securities.




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

CORESTATE CAPITAL: S&P Lowers ICR to 'D' Following Missed Payment
-----------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Germany-based Corestate Capital Holding S.A. (Corestate) to 'D'
from 'CC'. S&P also lowered its issue ratings on the two
outstanding bonds to 'D' from 'CC' and withdrew the recovery
rating.

Rationale

S&P said, "Corestate missed the repayment of its principal and
interest on its convertible bond when it matured on Nov. 28, 2022,
as expected. We also expect it will also not make the payment
within the original seven-day grace period. We treat this as a
default and have therefore lowered the issue rating on the
convertible bond to 'D'.

"The bondholder agreed on a distressed debt restructuring of the
two bonds to ensure the company can operate as a going concern. The
bondholder agreed to extend the maturity of the convertible bond by
five months, aligning it with the April 15, 2023 maturity of the
senior unsecured bond.

"The distressed debt restructuring is subject to several conditions
precedent, including an increase of the authorized share capital.
Corestate aims to agree upon this increase with shareholders in an
extraordinary general meeting scheduled for Dec. 20, 2022. Other
conditions to be met include comprehensive changes to Corestate's
corporate governance structure and obtaining relevant regulatory
approvals."

After all conditions are met, Corestate will exchange the existing
bonds for new bonds with an expected nominal value of EUR100
million and new shares.

S&P said, "We consider Corestate to be in general default. Although
the senior unsecured bond originally maturing on April 15, 2023 is
not technically in default according to the original bond
documentation, we still regard failure to service the convertible
bond, combined with the agreed distressed debt restructuring, as a
general default of Corestate. We consequently lowered the issuer
credit rating and both rated bonds to 'D' and withdrew the recovery
rating. This is based on our assumptions that we would also treat
the restructuring of the senior unsecured bond as a default. We
understand a further extension of the maturity is likely if
Corestate needs more time to implement the restructuring. However,
should Corestate fail to execute the restructuring for any reason,
it would need to file for insolvency.

"Corestate continues to restructure its operations and aims for a
sustainable future under a new brand. Corestate expects to continue
its restructuring over 2023 to regain positive EBITDA generation by
2025. We expect a strong focus on monetizing the current asset
base. Corestate expects limited new on-balance-sheet investments
and targets a debt-free business in the future.

"Beyond the default on the two bonds, we understand Corestate is
compliant with all other operational and financial obligations. We
will reassess Corestate's credit profile as soon as practicable
after the full implementation of the distressed debt restructuring,
including the implementation of the new capital structure."

Company Description

Corestate is a niche real estate investment manager. The company
provides asset and fund management services along the whole real
estate value chain to a mix of institutional, semi-institutional,
and retail clients. It invests across all major real estate asset
classes, including residential and student housing buildings,
offices, and retail spaces. Corestate mainly operates in
German-speaking countries, but also internationally.

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


DEMIRE DEUTSCHE: Moody's Cuts CFR, EUR600M Unsec Notes Rating to B2
-------------------------------------------------------------------
Moody's Investors Service has downgraded DEMIRE Deutsche
Mittelstand Real Estate AG's long term corporate family rating to
B2 from B1 and concurrently downgraded to B2 from B1 the senior
unsecured rating of its EUR600 million notes maturing in October
2024. The outlook remains negative.

The downgrade follows what Moody's perceive as mounting refinancing
pressure from a repayment wall under the company's senior unsecured
notes maturing in October 2024. Higher economic uncertainty,
continuously increasing interest rates and credit spreads will
drive future funding cost to a level well above current one at an
average of 1.67%. On the other hand, Moody's acknowledge that the
company has started targeted asset sales, in order to shore up
liquidity and reduce the refinancing wall in 2024, with some of
them already in advanced stages. However, Moody's also note that
the current market environment raises execution risk as to the pace
and conditions for disposals.

RATINGS RATIONALE

DEMIRE's rating remains supported by a relatively small but
well-diversified commercial real estate portfolio, the focus of its
operations in Germany, a historically more liquid real estate
market with a deep pool of financial institutions; its integrated
business model and active portfolio management supporting an
improved vacancy rate and solid earnings as of the LTM ended
September 2022.

The corporate family rating also reflects the company's main credit
challenges arising from heightened credit risk from a repayment
wall under the company's senior unsecured notes maturing in October
2024; a private-equity-dominated ownership structure, which has
demonstrated an aggressive financial risk appetite. The company's
lower-quality portfolio than that of its higher-rated peers,
without any meaningful environmental credentials, increases
investment needs to respond to changing occupier preferences and
more stringent environmental regulation while a weakening economic
environment will weigh on DEMIRE's operating performance and
vacancy reduction plans.

RATING OUTLOOK

Over the next 12-18 months, Moody's expect DEMIRE to retain
leverage and coverage metrics that are rather strong for its B2
rating. However, the negative outlook reflects Moody's expectation
of a much tougher economic and funding environment, challenging the
company's ability to refinance its 2024 maturities at a cost that
will allow it to keep its fixed charge cover commensurate with its
rating.

The negative outlook further reflects a deteriorating operating
environment for commercial real estate companies across Europe, on
the back of tightening financial conditions with rising interest
rates weaking the outlook for property values and increasing the
marginal cost of debt. A potentially sharper economic slowdown
could also derive in higher number of business insolvencies,
reduced demand for commercial real estate and negative pressure on
rents.

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

A rating downgrade may occur if:

The company fails to achieve material progress on the back of
ongoing disposal processes

Evidence of further deterioration of financial conditions raising
the risk of noncompliance with covenants

Failure to preserve liquidity including making distribution to
shareholders

Moody's-adjusted gross debt/total assets increasing to above 60%,
accompanied by an increasing trend in net debt/EBITDA

A rating upgrade is unlikely at this point, but could occur in case
of:

Success in ongoing disposal processes that result in material net
cash proceeds that reduce the amount of refinancing needs

High visibility into company's success in addressing 2024
refinancing needs at an economic-efficient cost

LIQUIDITY

Pro-forma for the recent EUR50 million notes bought back, DEMIRE
had a still adequate liquidity position, with EUR36 million
available cash (excluding restricted one) and an undrawn committed
EUR6 million revolving credit facility (RCF) as of end of September
2022, and Moody's expect the company to be able to generate funds
from operations of around EUR35 million (Moody's-defined) on an
annual basis.

Additionally, a pool of around EUR739 million of unencumbered
investment properties provides a source of alternative liquidity
and refinancing optionality for the senior unsecured notes maturing
in 2024.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

ESG considerations have a highly negative credit impact on DEMIRE.
This reflects exacerbated governance risks due to the aggressive
financial stance of its sponsors favouring shareholder
distributions and leaving the company temporarily outside of
financial policy during 2021. Credit risk is compounded by
company's high exposure to environmental risks which represent
investment requirements to respond to changing occupier preferences
and more stringent environmental regulation and in order to avoid
asset obsolescence risk.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was REITs and Other
Commercial Real Estate Firms published in September 2022.

COMPANY PROFILE

Headquartered in Langen, Germany, DEMIRE Deutsche Mittelstand Real
Estate AG (DEMIRE) is a publicly listed commercial real estate
company with a focus on offices in secondary locations across
Germany. The company's portfolio currently comprises 64 single
properties, with a total lettable floor space of around 913,000
square metres (sqm) and an aggregate portfolio value of around
EUR1.4 billion.

The company's annualised contracted rent amounted to EUR83.8
million as of September 2022, with a 5-year weighted average lease
term (WALT). DEMIRE holds an 84.35% stake in Fair Value REIT-AG,
which is fully consolidated and accounted for around EUR335 million
in assets, or around 20% of DEMIRE's total assets, as of June 30,
2022.

DEMIRE is listed on the Frankfurt stock exchange and had a market
capitalisation of around EUR246 million as of November 24, 2022.
Apollo-managed funds and Wecken Group together hold around 90.75%
of DEMIRE's shares.



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I R E L A N D
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ARBOUR CLO XI: Fitch Assigns 'B-sf' Final Rating on Class F Notes
-----------------------------------------------------------------
Fitch Ratings has assigned Arbour CLO XI DAC final ratings, as
detailed below.

   Entity/Debt                 Rating        
   -----------                 ------        
Arbour CLO XI DAC

   A-Loan                   LT AAAsf  New Rating
   A-Note XS2501343391      LT AAAsf  New Rating
   B-1 XS2501343557         LT AAsf   New Rating
   B-2 XS2501343714         LT AAsf   New Rating
   C XS2501343987           LT Asf    New Rating
   D XS2501344100           LT BBB-sf New Rating
   E XS2501344365           LT BB-sf  New Rating
   F XS2501344522           LT B-sf   New Rating
   M XS2551356277           LT NRsf   New Rating
   Sub Notes XS2501344878   LT NRsf   New Rating

TRANSACTION SUMMARY

Arbour CLO XI DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans, first-lien, last-out loans and
high-yield bonds. The note proceeds have been used to fund a
portfolio with a target par amount of EUR400 million, which is
actively managed by Oaktree Capital Management (Europe) LLP. The
transaction has a 3.1-year reinvestment period and a 7.6-year
weighted average life test (WAL) at closing.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors to be in the 'B'/'B-' category.
The Fitch weighted average rating factor (WARF) of the identified
portfolio is 25.7.

High Recovery Expectations (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is 60.6%.

Diversified Portfolio (Positive): The transaction includes various
concentration limits in the portfolio, including the top 10 obligor
concentration limit at 23% and the maximum exposure to the three
largest (Fitch-defined) industries in the portfolio at 40%. These
covenants ensure that the asset portfolio will not be exposed to
excessive concentration.

Portfolio Management (Neutral): The transaction has two matrices at
closing and two forward matrices that are effective one year post
closing, provided that the aggregate collateral balance (defaults
at Fitch collateral value) is at least at the reinvestment target
par balance. The matrices correspond to a fixed rate limit of 7.5%
and 15.0%, respectively. The transaction has also a 3.1-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.

Cash Flow Modelling (Postiive): The WAL used for the transaction
stress portfolio and matrices analysis is 12 months. This reduction
to the risk horizon accounts for the strict reinvestment conditions
envisaged by the transaction after its reinvestment period. These
include, among others, passing both the coverage tests and the
Fitch WARF test post reinvestment as well as a WAL covenant that
progressively steps down over time, both before and after the end
of the reinvestment period. Fitch believes these conditions would
reduce the effective risk horizon of the portfolio during the
stress period.

RATING SENSITIVITIES

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

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

Based on the current portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of defaults and portfolio deterioration. Due to the
better metrics and shorter life of the current portfolio than the
Fitch-stressed portfolio, the class F notes display a rating
cushion of three notches, the class B, D and E two notches and the
class C notes one notch.

Should the cushion between the current portfolio and the
Fitch-stressed portfolio be eroded due to either manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
across all ratings and a 25% decrease of the RRR across all ratings
of the stressed portfolio would lead to downgrades of up to four
notches for the rated notes.

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

A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of the Fitch-stressed
portfolio would lead to upgrades of up to three notches for the
rated notes, except for the 'AAAsf' rated notes.

During the reinvestment period, based on the Fitch-stressed
portfolio, upgrades may occur on better-than-expected portfolio
credit quality and a shorter remaining WAL test, leading to the
notes' ability to withstand larger-than-expected losses for the
remaining life of the transaction. After the end of the
reinvestment period, upgrades may occur on stable portfolio credit
quality and deleveraging, leading to higher credit enhancement and
excess spread available to cover losses in the remaining
portfolio.

DATA ADEQUACY

Arbour CLO XI DAC

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

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

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

ARBOUR CLO XI: S&P Assigns B- (sf) Rating to Class F Notes
----------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Arbour CLO XI
DAC's class A-Loan and class A, B-1, B-2, C, D, E, and F notes. At
closing, the issuer also issued unrated subordinated notes.

Under the transaction documents, the rated notes will pay quarterly
interest unless there is a frequency switch event, before switching
to semiannual payment.

The portfolio's reinvestment period will end approximately three
years after closing, and the portfolio's weighted-average life test
will be approximately 7.5 years after closing.

The ratings assigned to the notes 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 (OC).

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

  Portfolio Benchmarks

                                                         CURRENT
  S&P Global Ratings weighted-average rating factor     2,933.46
  Default rate dispersion                                 453.01
  Weighted-average life (years)                             4.65
  Obligor diversity measure                               113.77
  Industry diversity measure                               20.97
  Regional diversity measure                                1.25

  Transaction Key Metrics

                                                         CURRENT
  Total par amount (mil. EUR)                             400.00
  Defaulted assets (mil. EUR)                                  0
  Number of performing obligors                              135
  Portfolio weighted-average rating
   derived from S&P's CDO evaluator                          'B'
  'CCC' category rated assets (%)                           1.85
  'AAA' target weighted-average recovery (%)               34.44
  Covenanted weighted-average spread (%)                    3.99
  Reference weighted-average coupon (%)                     5.13

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, uptier priming debt are limited to 2%.

Rating rationale

S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'. We consider that the portfolio will primarily comprise broadly
syndicated speculative-grade senior secured term loans and senior
secured bonds. Therefore, we conducted our credit and cash flow
analysis by applying our criteria for corporate cash flow CDOs.

"In our cash flow analysis, we used the EUR400 million par amount,
the covenanted weighted-average spread of 3.99%, the reference
weighted-average coupon of 5.13%, and the target portfolio
weighted-average recovery rates for all rated notes. 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.

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

"Following the application of our structured finance sovereign risk
criteria, we consider the transaction's exposure to country risk to
be limited at the assigned ratings, as the exposure to individual
sovereigns does not exceed the diversification thresholds outlined
in our criteria.

"The transaction's legal structure is bankruptcy remote, in line
with our legal criteria.

"Our credit and cash flow analysis indicate that the available
credit enhancement for the class B-1 to F notes could withstand
stresses commensurate with higher rating levels than those we have
assigned. However, as the CLO is still in its reinvestment phase,
during which the transaction's credit risk profile could
deteriorate, we have capped our assigned ratings on the notes.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our ratings are
commensurate with the available credit enhancement for the class
A-Loan and class A, B-1, B-2, C, D, E, and F 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
based on 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."

Environmental, social, and governance (ESG) credit factors

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 the following industries:
weapons, pornography or adult entertainment, coal, oil sands, food
commodity derivatives, tobacco, palm oil, and making or collection
of pay day loans or any unlicensed and unregistered financing.
Accordingly, since the exclusion of assets from these industries
does not result in material differences between the transaction and
our 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 on 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*    2.06    2.16     2.92

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

  E-2/S-2/G-2 distribution (%)         78.92   73.60    13.88

  E-3/S-3/G-3 distribution (%)          4.90    7.43    64.95

  E-4/S-4/G-4 distribution (%)          0.00    2.80     3.00

  E-5/S-5/G-5 distribution (%)          0.00    0.00     2.00

  Unmatched obligor (%)                11.38   11.38    11.38

  Unidentified asset (%)                4.80    4.80     4.80

  *Only includes matched obligor

  Ratings List

  CLASS     RATING     AMOUNT     SUB (%)     INTEREST RATE*
                     (MIL. EUR)

  A         AAA (sf)    157.00    42.00    Three/six-month EURIBOR

                                           plus 2.08%

  A-Loan    AAA (sf)     75.00    42.00    Three/six-month EURIBOR

                                           plus 2.08%

  B-1       AA (sf)      38.50    30.38    Three/six-month EURIBOR

                                           plus 3.36%

  B-2       AA (sf)       8.00    30.38    7.00%

  C         A (sf)       24.00    24.38    Three/six-month EURIBOR

                                           plus 4.32%

  D         BBB- (sf)    26.70    17.70    Three/six-month EURIBOR

                                           plus 5.64%

  E         BB- (sf)     17.60    13.30    Three/six-month EURIBOR

                                           plus 7.94%

  F         B- (sf)       8.40    11.20    Three/six-month EURIBOR

                                           plus 10.62%

  M         NR            0.25     N/A     N/A

  Sub       NR           40.00     N/A     N/A

*The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.

EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A—-Not applicable.




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

DEDALUS SPA: Moody's Cuts CFR to B3 & Alters Outlook to Negative
----------------------------------------------------------------
Moody's Investors Service has downgraded Dedalus S.p.A.'s (Dedalus)
corporate family rating and probability of default rating to B3 and
B3-PD from B2 and B2-PD respectively. Concurrently, Moody's has
downgraded to B3 from B2 the instrument ratings on the EUR1,160
million senior secured term loan B and the EUR165 million senior
secured revolving credit facility (RCF) both issued by Dedalus
Finance GmbH. The outlook on both entities has been changed to
negative from stable.

RATINGS RATIONALE

The rating action reflects the significantly weaker free cash flow
generation in 2022 and related weakening of the company's liquidity
position as a result of the ongoing operational issues from the
implementation its enterprise resource planning software and
continued one-off extra ordinary costs driven by the recent M&A
transactions. As a consequence, credit metrics are currently weak
for the B3 rating category.

Dedalus has faced technical issues in DACH and France ERP
implementation which led to difficulties in invoicing and cash
collection which Moody's understand is not related to the validity
of the underlying accounts receivables. Whilst technical ERP issues
are largely solved, Dedalus will still need few months to fully
collect the outstanding receivables. Due to this Moody's expect
free cash flow/debt to be significantly negative in 2022 before
returning towards 5% in 2023 including the catch-up effect from the
missed cash collection this year. In addition, as a result of the
company's fast pace of acquisitions since the initial rating in
2020 as well as higher than expected extra-ordinary costs, Moody's
expect debt/EBITDA (Moody's adjusted) to be clearly above 7x in
2022 with the potential to reduce in 2023 in case the company does
not perform further debt-funded acquisitions.

Moody's recognizes continued high order intake, once converted into
revenues should provide a solid basis for a de-leveraging in 2023
and beyond. Furthermore, the B3 CFR on Dedalus S.p.A. positively
reflects (1) the leading market position with a highly stable
customer base in the healthcare segment and a high share of
recurring revenues, (2) the currently ongoing market push by
regulation and shift towards technology, (3) the company's
consistently high margins, and (4) free cash flow generation
potential assuming the absence of shareholder distributions, which
should support expected deleveraging going forward.

Nevertheless the rating is constrained by (1) a financial policy
characterized by high leverage of 7.4x as per LTM September 2022,
excluding the PIK-notes outside the restricted group, (2) a
generally saturated and competitive market environment with
moderate organic growth potential  of around 4-5% (3) ongoing
integration issues associated with the acquisitions, (4) a
generally low diversification in terms of products and end-markets
compared to the wider software market, and (5) utilization of
external factoring programs.

OUTLOOK

The negative outlook reflects the execution risks that the company
might not be able to swiftly restore cash collection which could
potentially lead to a weakening of the liquidity position as the
company currently relies on its revolving credit facility as well
as uncommitted factoring lines.

Moody's would change the outlook to stable over the next quarters
based on a positive trajectory in free cash flow generation while
maintaining adequate liquidity. The stabilization requires
continued top line growth, supported by a high share of recurring
revenue with stable margins and that there will be no elevated
debt-funded acquisitions or shareholder distribution as the company
deleverages.

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

Dedalus ratings could be upgraded if (1) Moody's adjusted
debt/EBITDA is maintained below 6.0x and (2) Moody's adjusted
FCF/debt sustainably above 5% and (3) a prudent financial policy
absent any shareholder distributions or debt-funded acquisitions.

Downward pressure on Dedalus' ratings would build, if (1) Moody's
adjusted debt/EBITDA exceeds 7.5x or (2) Moody's adjusted free cash
flow/debt remains negative or (3) any signs of weakening operating
performance or major customer losses or (4) any sign of weakening
liquidity.

LIQUIDITY

Dedalus has adequate liquidity with EUR88 million cash on balance
sheet as of September-end 2022. It is furthermore supported by
strong expected FCF of around EUR60-90 million in 2023 and 2024
after an exceptionally low expected FCF in 2022 (negative EUR82
million). Dedalus uses factoring programs to support its liquidity.
These factoring facilities have short maturities of up to 18 months
and can lead to liquidity need in case not being prolonged.

Dedalus drew EUR100m out of the committed EUR165 million RCF issued
under Dedalus Finance GmbH (of which EUR5 million is dedicated to
guarantees only) due to ERP migration, which prevented the company
from billing in France and DACH temporary. The RCF matures in 2026.
The RCF entails one springing financial covenant at the defined net
leverage level, only tested when the facility is drawn by more than
40%. Moody's expect sufficient headroom under the covenant test
level.

STRUCTURAL CONSIDERATIONS

The senior secured term loan B is borrowed by Dedalus Finance GmbH.
Additionally, Dedalus has access to short term factoring facilities
of around EUR80 million, of which EUR20 million were utilized as of
September-end 2022 and which are considered debt in Moody's
methodology for standard adjustments.

The RCF ranks pari passu to the senior secured term loan B and can
be drawn by Dedalus Finance GmbH, Dedalus S.p.A., Dedalus France
SA, Agfa Healthcare GmbH and Agfa Healthcare France SA as original
borrowers. Moody's furthermore expect no cash outflow to the PIK
notes which are outside of the restricted group.

ESG CONSIDERATIONS

Environmental, social and governance considerations reflected in
Dedalus' rating primarily include the social and governance risks
of the business.

In terms of governance, Dedalus is majority owned and controlled by
the private-equity firm Ardian. Financial policy is aggressive
across the period as shown by the very high starting leverage.
Moody's also note the existence of a PIK note outside of the
restricted group, which matures in 2028. Despite the company's
deleveraging potential, Moody's see a risk of debt-funded
shareholder distributions as the tolerance for leverage is high.
Additionally, the fast pace of acquisitions has lead to issues in
the implementation of such targets including issues on cash
collection which indicates the necessity of tighter control
mechanisms.

LIST OF AFFECTED RATINGS:

Issuer: Dedalus Finance GmbH

Downgrades:

Senior Secured Bank Credit Facility, Downgraded to B3 from B2

Outlook Actions:

Outlook, Changed To Negative From Stable

Issuer: Dedalus S.p.A.

Downgrades:

LT Corporate Family Rating, Downgraded to B3 from B2

Probability of Default Rating, Downgraded to B3-PD from B2-PD

Outlook Actions:

Outlook, Changed To Negative From Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Software
published in June 2022.

COMPANY PROFILE

Italy-based Dedalus S.p.A. (Dedalus) provides healthcare software
solutions used in hospitals and laboratories, and by general
practitioners. In December 2019, Dedalus acquired Aceso, a carveout
of the healthcare software business of Agfa-Gevaert, to become a
leading company in the main markets of the DACH region, Italy and
France. In July 2020, Dedalus acquired the healthcare software
solution business from DXC Technology expanding its operations into
the UK, Finland, Australia and New Zealand and several other
markets.

The company's self-developed software suite includes an electronic
medical record and diagnostic information system for radiologists,
laboratories, anatomical pathologists and general practitioners.
The group has around 6,200 employees. The solutions of the
Dedalus/Aceso business are used in more than 5,000 hospitals and
4,800 laboratories, 23,000 general practitioners and the
acquisition of DXC's division adds another 1,100 clients. The group
is owned and controlled by funds managed by Ardian, which holds
approximately 75% with the remainder being held by ADIA and the
founder. In 2021, Dedalus generated revenue of EUR771 million and
company adjusted EBITDA of EUR210 million, pro forma for the
acquisition of Aceso, DXC's division and smaller acquisitions.



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

ALIOR BANK: Fitch Affirms LongTerm IDR at 'BB', Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed Alior Bank S.A.'s (Alior) Long-Term
Issuer Default Rating (IDR) at 'BB' with Stable Outlook and
Viability Rating (VR) at 'bb'. Fitch has also upgraded the National
Short-Term Rating to 'F1(pol)' from 'F2(pol)'.

The upgrade of the National Short-Term Rating is a reassessment
relative to domestic peers and considers the bank's healthy funding
and liquidity.

KEY RATING DRIVERS

Alior's IDRs and VR reflect the bank's moderate market franchise
and a business model that, although gradually evolving, is still
characterised by a higher risk appetite than higher-rated peers'
and lower earnings diversification, which make it prone to adverse
changes in the business and economic conditions. The ratings also
consider the bank's moderate capitalisation for its risk profile,
and high, albeit reduced, amount of problem loans. The ratings are
supported by Alior's healthy funding and liquidity profile.

The Short-Term IDR of 'B' is the only option corresponding to the
Long-Term IDR of 'BB'.

Intervention Risk in Operating Environment: In August 2022 Fitch
downgraded the Polish banks' operating environment score to 'bbb'
from 'bbb+'. This reflected its view that payment holidays on
local-currency (LC) mortgages are further evidence of the
willingness of the Polish authorities to intervene in the banking
sector and impose large additional costs on banks. This is also
reflected in Alior's ESG Relevance Score of '4' for Management
Strategy.

Moderate Franchise: Alior is a medium-sized universal bank with a
strategic focus on retail mass market and SME segments. Fitch
believes that its customer relationships and pricing power are
weaker than larger well-established banks'. The bank's significant
exposure to higher-risk asset classes and only moderate
diversification of revenue sources weigh on its assessment of its
business profile.

Higher Risk Appetite Than Peers': Alior's strategic focus on
unsecured consumer lending and micro/SME segments has been
reflected in its considerably higher cost of credit risk (loan
impairment charges (LICs)/average gross loans) through the
economic-cycle compared with the sector average. The bank's
tightened underwriting, greater focus on collateralised lending and
moderation of growth should have positive impact on its risk
profile over the long term.

Gradual Loan Book Clean-Up: The Stage 3 loans ratio (10.7% at
end-3Q22) has materially improved since end-2020 (14.1%), to a
large extent, due to loan write-offs. However, it remains among the
weakest across Fitch-rated Polish banks'. At the same time, Fitch
believes that pressures from the macroeconomic environment and
slower loan growth will temporarily reverse the positive
asset-quality trend. Fitch expects cost of risk to be close to 2%
in 2023 before moderating.

Rates Drive Profits Up: Profitability is likely to improve
meaningfully in 2023 relative to the current year's results, which
are weighed down by sizeable regulatory charges. The bank will
continue to benefit strongly from high market interest rates
supporting its margins. In its assessment, Fitch has also
considered Alior's high sensitivity to interest-rate movements and
structurally high LICs.

Moderate Capitalisation: In its view, the bank's capitalisation is
only moderate relative to the risks the bank faces, with common
equity Tier 1 (CET1) and total capital ratios of 12.4% and 13.7%,
respectively, at end-3Q22. At the same time, Fitch expects that
capitalisation will be supported in the next two years by improved
internal capital generation and slower loan book expansion.
Unreserved Stage 3 loans absorbed 25% of CET1 at end-3Q22, down
from 31% at end-2021.

Stable Deposit Funding: Alior is self-funded with stable and
granular customer deposits, which represented 96% of non-equity
funding at end-3Q22. Fitch expects gross loans/deposits to remain
healthy at around 90% in 2023. Liquidity is well-managed and
supported by a moderate buffer of high-quality liquid assets that
represented around 15% of total assets at end-1H22. The bank's
liquidity coverage ratio was sound at 136% at end-1H22.

RATING SENSITIVITIES

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

Alior's VR and IDRs have significant headroom. The ratings could be
downgraded on substantial and prolonged deterioration of asset
quality (Stage 3 loans ratio above 15%) that would put significant
pressure on the bank's profitability and capitalisation without
clear prospects for recovery.

The National Ratings are sensitive to negative changes to the
bank's Long-Term IDR and the bank's credit profile relative to
Polish peers'.

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

An upgrade of the bank's VR and Long-Term IDR would require a
proven record of operations with reduced risk appetite accompanied
by a sustained improvement of the bank's financial profile. The
latter would need to entail: i) material improvement in
asset-quality metrics, in particular the Stage 3 loans at below 10%
on a sustained basis; ii) a CET1 ratio of at least 14% on a
sustained basis; iii) operating profit/risk-weighted assets
stabilising above 1.5% for a sustained period.

The National Ratings are sensitive to positive changes to the
bank's Long-Term IDR and the bank's credit profile relative to
Polish peers'.

The Government Support Rating (GSR) of 'No Support' for Alior
expresses Fitch's opinion that potential sovereign support for the
bank cannot be relied on. This is underpinned by the Polish
resolution legal framework, which requires senior creditors to
participate in losses, if necessary, instead or ahead of a bank
receiving sovereign support.

Domestic resolution legislation limits the potential for positive
rating action on the bank's GSR. A Shareholder Support Rating could
be assigned if Fitch takes the view of at least a limited
probability of support from Powszechny Zaklad Ubezpieczen (PZU)
that effectively controls the bank.

VR ADJUSTMENTS

The business profile score of 'bb' is below the 'bbb' category
implied score for Alior, due to the following adjustment reasons:
business model (negative) and market position (negative).

ESG CONSIDERATIONS

Alior has an ESG Relevance Score of '4' for Management Strategy,
due to heightened execution risk of its business plan given high
management turnover in the bank. The score also incorporates its
view of heightened government intervention risk in the Polish
banking sector, which affects the banks' operating environment and
their ability to define and execute on their strategies. These are
not key rating drivers but have a negative impact on the bank's
credit profile and are 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                   Prior
   -----------                     ------                   -----
Alior Bank S.A.  LT IDR             BB       Affirmed       BB
                 ST IDR             B        Affirmed       B
                 Natl LT            BBB+(pol)Affirmed   BBB+(pol)
                 Natl ST            F1(pol)  Upgrade      F2(pol)
                 Viability          bb       Affirmed       bb
                 Government Support ns       Affirmed       ns



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

BANCAJA 10: S&P Lowers Cl. B Spanish RMBS Notes Rating to 'D(sf)'
-----------------------------------------------------------------
S&P Global Ratings lowered to 'D (sf)' from 'CC (sf)' its credit
rating on Bancaja 10, Fondo de Titulizacion de Activos' class B
notes.

All the other classes of notes are unaffected by the rating
action.

The level of cumulative defaults over the original portfolio
balance increased to 10.93% on the Feb. 22, 2018 interest payment
date (IPD). Under the transaction documents, the class B notes'
interest deferral trigger is based on the level of cumulative
defaults over the original securitized balance. Due to the increase
in the level of defaults, the class B notes breached their 10.90%
interest deferral trigger but given the negative interest rate
environment, this class of note was not accruing any interest and
no default materialized. Given the rising interest rate
environment, the class B notes have now failed to make timely
payment of interest as the payment of interest on the class B notes
has been subordinated below the repayment of the class A notes that
are currently under an amortization deficit of EUR4.4 million.

S&P said, "Our ratings in Bancaja 10's address timely interest and
ultimate principal payments. We expect the interest shortfalls to
last for a period of more than 12 months. Therefore, in line with
our principles of credit ratings criteria, we have lowered to 'D
(sf)' from 'CC (sf)' our rating on the class B notes."

Bancaja 10 is a Spanish residential mortgage-backed securities
(RMBS) transaction that closed in January 2007 and securitizes
residential mortgage loans. Caja de Ahorros de Valencia, Castellon
y Alicante (Bancaja; now Bankia S.A.) originated the pools, which
are mainly located in the Valencia region.




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

ALL SOFAS: Bought Out of Administration Via Pre-pack Deal
---------------------------------------------------------
Rachel Covill at TheBusinessDesk.com reports that a soft
furnishings furniture manufacturer is trading under a new name and
19 jobs have been safeguarded following a pre-pack administration.

According to TheBusinessDesk.com, All Sofas Limited, based in
Stratford-upon-Avon, is now trading as Fina Furniture Limited and
the company's director, Anna Lundgren, will continue to lead the
business.

The pre-pack administration process was overseen by Brett Barton
from restructuring and insolvency firm BLB Advisory,
TheBusinessDesk.com discloses.

After a decade of growth that saw the business generating around
300 orders a week, a combination of the Covid pandemic, followed by
a 160% rise in raw material costs over the past year from Europe
had pushed the business into financial difficulty,
TheBusinessDesk.com relates.

Ms. Lundgren, as cited by TheBusinessDesk.com, said: "Over the past
year we have seen the price that we pay for wood from Europe soar
from GBP12.75 to GBP32, which is one example of the challenge that
we have been facing among other higher costs such as rising energy
bills, not to mention the consumer impact of the cost-of-living
crisis.

"We were in a position where we could not keep passing on the price
increases to our customers, so after seeking professional advice we
have undergone a pre-pack administration, which will enable us to
continue to operate and safeguards the jobs of our loyal
employees.

"We are now in a position where we are mapping out a slow and
steady plan for growth over the coming years, as we aim to build on
last year's turnover of GBP1.3 million."


BOPARAN HOLDINGS: Moody's Affirms 'Caa1' CFR, Alters Outlook to Pos
-------------------------------------------------------------------
Moody's Investors Service has affirmed Boparan Holdings Limited's
(Boparan or the company) corporate family rating of Caa1 and
probability of default rating of Caa1-PD. Concurrently, Moody's has
affirmed the Caa1 rating of the GBP475 million and GBP50 million
backed senior secured notes both due 2025 issued by Boparan Finance
plc. The outlook on all ratings is changed to positive from
stable.

RATINGS RATIONALE

The change in outlook reflects significant growth in profitability
over the last two quarters despite continued cost inflation and
deteriorating economic outlook in the UK and EU. Boparan recorded
29% like-for like revenue growth in its key poultry segment in Q4
of fiscal 2022 ending July, indicating successful price increases
implemented over the last 12 months. Boparan also recorded
significant improvement in poultry margins, which grew to 5.7% by
Q4 from the lowest point of just above zero in Q1 of fiscal 2022.
The company benefitted from updated contract terms, which allowed
for significantly faster and automatic pass through of the feed
costs, which is the single largest cost component for chicken, to
the customers. Boparan has been also focussed on negotiating
additional price increases to cover for other cost components, such
as energy, labour and CO2.

Moody's estimates the company's gross leverage, measured as
Moody's-adjusted debt to EBITDA, was at 5.3x significant
improvement compared with 8.9x in fiscal 2021 and 7x in fiscal 2020
PF for the refinancing and Fox disposal. The reduction was however,
partially driven by the lower pension deficit which dropped close
to zero from some GBP128 million in fiscal 2021 driven by higher
discount rates. More positively, even excluding the positive effect
from pensions, Boparan's leverage would be 6.4x as of fiscal 2022 a
solid level for the current rating. Moody's expects Boparan's
leverage to trend towards 5x over the next 12 months. The rating
agency expects Boparan's EBITDA margin are unlikely to materially
improve in the face of significant headwinds on the cost side, in
particular CO2 and energy and weakening performance of the meals
business which is exposed to much higher demand elasticity.

High inflation and looming economic recession in the UK and EU have
dented consumer confidence and negatively affect population's
purchasing power and consumption. Although Moody's expects demand
for poultry, which is one of the cheapest sources of protein, to
remain reasonably resilient, there is a risk of consumers trading
down to less processed and less profitable SKUs.

The company's free cash flow (FCF) - calculated after interest
expense, taxes, working capital changes and capex - has
historically been negative, due to weak margins, working capital
outflow and restructuring costs. In addition, the company
contributes around GBP25 million per annum to the pension deficit.
Moody's expects Boparan's FCF to turn marginally positive in fiscal
2023 and reach approximately GBP20 million in fiscal 2024 on the
back of higher margins and more normal working capital. However,
the rating agency cash flows to remain negative when taking into
account GBP35 million pension contribution (includes GBP10 million
postponed from fiscal 2022) in fiscal 2023 and close to zero in
fiscal 2024.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS

The poultry sector is exposed to avian flu outbreaks, campylobacter
and food scares. Historically Boparan's production was disrupted by
outbreaks of this nature which also resulted in the need for
additional investments to ensure health and safety.

The company's owner, Ranjit Boparan, is directly involved in
running the business and in the past has held several different
positions within the group, including CEO, President and, most
recently, a Commercial Director for the UK Poultry business.

LIQUIDITY

The company's liquidity is adequate, supported by GBP36.5 million
cash on its balance sheet as of July 2022 and fully undrawn GBP80
million super senior revolving credit facility (RCF). The notes are
covenant-lite while the RCF has a minimum EBITDA springing covenant
of GBP75 million which is expected to maintain an adequate
headroom. The company does not have any significant maturities
until May 2025 when RCF and term loan are due while the notes are
due in November 2025.

STRUCTURAL CONSIDERATIONS

The group's debt capital structure consists of GBP475 million of
backed senior secured notes and GBP50 million backed senior secured
mirror notes both due November 2025 rated in line with the CFR at
Caa1 and a GBP80 million super senior RCF as well as the GBP10
million super senior term loan both due in May 2025. All the
instruments are issued on a senior pari passu basis, secured with
the floating charge on the UK poultry business and guaranteed by
operating subsidiaries accounting in aggregate for around 90% of
EBITDA as of the issuance date. However, the RCF and the term loan
benefit from a first priority on enforcement pursuant to the
intercreditor agreement, and hence are effectively senior to all
the group's other debt including the notes.

RATIONALE FOR POSITIVE OUTLOOK

The positive outlook reflects Moody's expectation that Boparan will
sustain its improved profitability, cash flow generation and key
ratios.

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

The ratings could be upgraded in case of sustained improvement in
operating performance, leading to (1) a Moody's-adjusted
debt/EBITDA reducing sustainably below 7x; (2) a Moody's-adjusted
EBITA interest coverage comfortably above 1x; (3) an improved
liquidity profile including positive free cash flow generation
after pension contributions; (4) successful and timely refinancing
of the upcoming maturities.

Conversely, the ratings could be downgraded in the event of
continued deterioration in operating performance and/or liquidity,
including further deterioration in free cash flow generation after
pension contributions. Moody's will also consider downgrading the
ratings if is an increasing likelihood of debt restructuring or
refinancing risk.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Protein and
Agriculture published in November 2021.

PROFILE

Boparan Holdings Limited is the parent holding company of 2 Sisters
Food Group, one of UK's largest food manufacturers with operations
in poultry and ready meals. The group reported revenues of GBP2.8
billion in its fiscal 2022.

BOPARAN HOLDINGS: S&P Alters Outlook to Stable, Affirms 'B-' ICR
----------------------------------------------------------------
S&P Global Ratings revised its outlook back to stable and affirmed
its long-term 'B-' issuer credit rating on Boparan Holdings Ltd.,
the largest U.K. poultry producer. S&P also affirmed its 'B-' issue
rating, with a recovery rating of '3', on the senior notes.

S&P said, "The stable outlook reflects our expectations that
adjusted debt to EBITDA will be 6.0x-7.0x and the group will be
able to self-fund its operations over the next 12 months.

"Boparan's operating performance and credit metrics were above our
base case for fiscal 2022 and we expect stable operating
performance and credit metrics in fiscal 2023, despite lower
disposable household income in the U.K. In fiscal 2022, adjusted
debt to EBITDA was 6.4x with EBITDA interest coverage of 2.1x,
which is better than our previous base case. We now forecast stable
credit metrics for fiscal 2023, with adjusted debt to EBITDA of
6.0x-7.0x and EBITDA interest coverage of 2.5x. Fiscal 2022 metrics
benefited from higher adjusted EBITDA of £107 million, which
stemmed from stable volumes in U.K. poultry (the group's main
business) and the company's ability to effectively pass on cost
inflation through price increases (with automatic pass-through for
feed costs) in the second half of the year. In addition, Boparan's
adjusted debt reduced significantly due to favourable accounting
reporting, with the pension deficit reducing to £8.0 million from
£128.1 million amid the high-interest-rate environment. That said,
the group's FOCF remained negative, with negative working cash
movements despite high factoring usage, cash interest, and pension
cash contributions.

"For fiscal 2023, we forecast revenue growth of about 4.5%-5.5% and
a stable adjusted EBITDA margin of about 4% thanks to stable volume
growth prospects for poultry offsetting weaker prospects for meals
and bakery. We think Boparan will be able to increase prices
despite high retail price pressure in the U.K., notably because of
the importance of the category for retailers; Boparan's large size
and market share in the U.K.; and the company's price positioning
as a major supplier of private-label poultry products, which makes
it well positioned as consumers trade down or shift to eating at
home more than at restaurants, for example. Profitability should
therefore stabilize thanks to high capacity utilization rate; an
increased use of ratchets, notably for feed costs, which reduces
time lags in implementing price increases; and control on fixed
costs. We also understand that the group is experiencing fewer
labor shortages and is progressing toward automating its factories,
but this will take a few years to complete. We also assume the
group will remain adequately supplied in terms of carbon dioxide
and energy to run its factories with an ability to pass on the
higher costs through price increases. Additionally, profitability
in H2 2022 has already benefited from the disposal of the
loss-making Uttoxeter biscuit plant in the U.K., which was sold to
Boparan's shareholder.

"We see demand for poultry products remaining stable in 2023 but
meals and bakery could see further business underperformance. We
expect the group's revenue growth in fiscal 2023 to be about
4.5%-5.5%, mainly driven by growth in the poultry business (79% of
sales in fiscal 2022), projected to maintain stable volumes despite
price increases. Boparan sells the majority of its poultry cuts to
retailers under private labels, which should help demand to stay
resilient as consumers trade down to cheaper meat categories while
adjusting their spending. Although there remains the risk of avian
influenza, which presents a supply risk for Boparan, the company
has increased investment in bio-security measures, enhancing
monitoring activities and putting in place contingency plans such
as tactical build-up of frozen chicken stocks.

"We expect the smaller meals and bakery segments to come under
pressure in fiscal 2023 because the category could face volume
declines as consumers reallocate their spending away from premium
prepared meals. In response, the group has launched new products to
expand its price range and attract consumers who seek alternatives
to out-of-home consumption, which might offset some of the expected
volume decline.

"Boparan's liquidity position has improved with adequate financial
covenant headroom and a fully available revolving credit facility
(RCF), which should be sufficient for the group to self-fund its
business needs for the next 12 months. During fiscal 2022, the
company repaid in full the £25 million drawn amount under its £80
million RCF and we expect the group to be able to continue to use
its RCF in addition to its factoring program to fund working
capital. Financial covenant headroom has significantly improved in
Q4 2022, and since we expect at least stable EBITDA generation in
fiscal 2023, we think there will be no financial covenant pressure
for the next 12 months. We also note that Boparan does not face
refinancing risks until May 2025, when the £80 million RCF
matures, and in September 2025, when the £475 million senior notes
mature.

"Despite adjusted EBITDA of £110 million-£115 million in our base
case for fiscal 2023, we forecast Boparan's free cash flow will
remain negative due to interest costs; higher pension cash
contribution costs, since some payments were deferred in 2022; and
some working capital build-up due to continued high cost inflation,
which may not be fully offset by the utilization of factoring
lines. Additionally, the company is raising capex to about £55
million-£60 million for the next 12-24 months to support
automation and productivity programs. We forecast that FOCF
generation will return to neutral or slightly positive in fiscal
2024 as pension contribution costs normalize and working capital
outflows become less volatile.

"The stable outlook reflects our expectation that adjusted debt to
EBITDA will remain at 6.0x-7.0x, with EBITDA interest coverage of
above 2.0x, for the next 12 months, which implies stable revenue
and an adjusted EBITDA margin remaining at about 4.0%. We therefore
account for stable demand in poultry products and stable operating
performance, notably in passing on price increases to offset high
cost inflation. Despite our forecast of negative FOCF, we think
Boparan should remain self-funding for its business.

"We could lower the rating on Boparan if we saw adjusted debt to
EBITDA substantially increasing from current levels of 6.0x-7.0x or
if we saw continued larger-than-expected negative free cash flow
generation, which would weaken its ability to fund its day-to-day
operations. A sharp drop in EBITDA due to productivity problems or
supply chain disruptions could also result in limited headroom
under its RCF covenants. This could emerge if Boparan experienced
higher-than-expected production costs and supply chain disruptions
that the company could not overcome with price increases,
ultimately significantly harming profitability, or if the company
were unable to manage working capital flows.

"We could raise the rating on Boparan if we observed a track record
of higher adjusted EBITDA compared to fiscal 2022, with positive
free cash flow generation. An upgrade would require improved credit
metrics such that adjusted debt to EBITDA decreased to sustainably
close to 5.0x with EBITDA interest coverage remaining comfortably
above 2.0x in the next 12 months. We would also need to see
continued adequate headroom under the financial covenants, which,
in conjunction with the above conditions, would help Boparan to
refinance its debt maturities in due time."

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


BULB: Octopus Takeover Expected to Be Completed on Dec. 20
----------------------------------------------------------
Michael Race at BBC News reports that a date has been set for
Octopus Energy to complete its deal to buy failed supplier Bulb
despite legal challenges from rival suppliers.

According to BBC, Bulb, which has about 1.6 million customers, is
currently being run by the energy regulator Ofgem after being
bailed out by the taxpayer.

On Nov. 30, a High Court judge set a date of Dec. 20 for the
proposed takeover to be completed, BBC relates.

But Mr. Justice Zacaroli said legal challenges could still stop it,
BBC notes.

Rival suppliers Eon, British Gas and Scottish Power have applied
for a judicial review of the deal, arguing the government's sale of
Bulb was not transparent and involved unfair government funding for
Octopus, BBC disclsoes.

A judicial review is a type of court case that allows the legality
of a government decision to be challenged.

Mr. Zacaroli, as cited by BBC, said the applications from the
rivals were now the "only obstacle" to Bulb's assets being
transferred over to Octopus.

He ruled that the legal challenges should be heard by another
court, BBC notes.

The wrangling will not affect Bulb customers, who will remain under
Ofgem's service until any deal for a buyer is finalised, BBC
states.

Bulb was the biggest of more than 30 energy companies that
collapsed last year following a spike in wholesale gas prices.

The business department (BEIS) approved a deal with Octopus to buy
Bulb in October and it was expected to be completed by the end of
November, BBC recounts.

But the acquisition was delayed after Eon, British Gas and Scottish
Power raised concerns earlier in November, BBC notes.

Octopus Energy said after the Nov. 30 ruling that the High Court
had "rightly given the green light for the transfer to go ahead in
December", BBC relates.

"Taxpayers will be saved from millions -- even billions -- of costs
that could have been incurred if the process was dragged out," a
spokesperson said.

"This is positive news for Bulb's customers and staff, and starts
to bring to an end the huge financial exposures for government and
taxpayers."

However, in written submissions to the court on Tuesday, Stephen
Robins, King's Counsel (KC) for Scottish Power, said that the
marketing of the Bulb sale was "defective" and the auction should
be re-run to allow for alternative bids, BBC relays.

Meanwhile, Jonathan Adkin, representing British Gas, told the court
there had been an "abject lack of transparency" about the
commercial terms of the deal, according to BBC.

Bulb's administrators rejected the arguments and said that other
energy companies had decided to "walk away" from the sale process,
BBC notes.

According to BBC, on Nov. 30, Mr. Justice Zacaroli set the date of
Dec. 20 as a start date under an Energy Transfer Scheme (ETS),
which will move Bulb's relevant assets into a new separate entity.

He told the court that Business Secretary Grant Shapps's decision
to sell Bulb to Octopus was a "valid and effective decision until
such time a court order is made quashing it", BBC relates.

However, Mr. Justice Zacaroli said he did not have "either
visibility or control over the timing of judicial review
proceedings" which could still derail the deal.

The value of the Octopus Energy deal has not been published but the
BBC understands the firm paid the government between GBP100 million
and GBP200 million, BBC states.


CENTRAL NOTTINGHAMSHIRE: Moody's Affirms Ba1 Secured Bonds Rating
-----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 underlying senior
secured rating of the GBP351.9 million index-linked guaranteed
secured bonds due 2042 (the Bonds) issued by Central
Nottinghamshire Hospitals plc (the Issuer, ProjectCo or CNH). The
outlook remains negative.

The A1 backed debt rating of the Bonds, based upon the
unconditional and irrevocable guarantee by Assured Guaranty UK
Limited (A1 stable), is unaffected by this rating action.

RATINGS RATIONALE

The rating action follows the recently agreed formal extension of
the standstill agreement, originally finalised on December 7, 2021
to facilitate negotiations to settle historical issues. In Moody's
view, while the extension of the standstill agreement suggests a
continued willingness to resolve past disputes between Project
parties, the significant number of areas to be negotiated could
still lead to further delays, more significant future disagreements
or increasingly strained relationships, which continue to weigh on
CNH's credit quality. In addition, the implications of a potential
settlement agreement are not known at this stage and could result
in future pressures on ProjectCo's operating or financial risk
profile. This risk is however partially mitigated by ProjectCo's
good liquidity position, with significant trapped cash, which
represents a material buffer in the context of any financial
compensation due in the context of a potential settlement
agreement.

CNH entered into a standstill agreement with the Sherwood Forest
Hospitals National Health Service Foundation Trust (the Trust),
originally for a period of 10 months from the signing date (or such
later date as may be agreed). The term of the standstill agreement
has recently been extended to December 9, 2022, but Moody's expects
that further extensions would be forthcoming as negotiations
between Project parties advance. Specifically, during the
standstill period the parties aim to: (1) agree historic claims
(i.e. the level of past deductions arising in connection with the
Project's performance, given the persistent differences in the
self-reported position vs. the Trust's own calculations); (2) reach
a common understanding on the contractual interpretation of certain
rights and obligations under the Project Agreement (PA); (3)
implement an operational development plan with the objective to
improve operating performance; and (4) negotiate and agree the
terms of a settlement agreement. Discussions between the Project
parties have significantly advanced on the various workstreams in
recent months, but there have been delays compared to initial
expectations. More positively, however, Moody's understands that at
the moment no specific issues are expected to be escalated to a
formal dispute procedure.

During the standstill period, monitoring of the Project has
continued as normal and deductions and Service Failure Points
(SFPs) have been reported each month in accordance with the PA,
although the Trust is not entitled to exercise any of the remedies
available to it. The Trust is assisted in the negotiations by the
consultant P2G LLP, an independent third-party consultancy set up
to generate savings for public sector bodies in existing PFI
contracts. During the standstill period, ProjectCo pays to the
Trust a contribution towards the costs incurred in engaging the
Trust's external advisers.

CNH is a special purpose company that, in November 2005, signed a
37-year PA with the Trust to redevelop the King's Mill Hospital,
Mansfield Community Hospital and Newark General Hospital in
Nottinghamshire. Full facilities management (FM) services started
in April 2011. FM services provided comprise hard FM services
(mainly estate services) and soft FM services (mainly catering,
cleaning, portering, helpdesk, security and parking). ProjectCo has
subcontracted the provision of hard FM to Skanska Rashleigh
Weatherfoil Limited (trading as Skanska Facilities Services, or
SFS) and soft FM to Compass Contract Services UK Limited (trading
as Medirest).

From 2019, the Project has reported a weak operating performance,
mostly linked to the provision of estate services by SFS and the
realignment of services and deductions to reflect the contract
provisions more closely, resulting in the accrual of SFPs which
have breached warning thresholds under the PA on several occasions,
while the PA event of default threshold and subsequent termination
threshold were also reached in September 2020. Whilst the Trust had
not previously taken any formal action against ProjectCo, with the
aim to facilitate the formalisation of an improvement plan, the
persistently weak operating performance resulted, for the first
time, in the Trust's issuance of a formal warning notice to
ProjectCo in August 2020. In December 2020, the Trust also issued a
formal notice of increased monitoring, although these actions did
not result in significant additional consequences for ProjectCo,
given that the project was, in practice, already subject to
increased monitoring, while distributions to shareholders have been
suspended since the end of 2019. As discussed above, following the
finalisation of the standstill agreement at the end of 2021,
Project parties have been involved in negotiations to resolve past
disputes, recalibrate some contractual performance thresholds and
clarify contract interpretation issues, ahead of entering into a
settlement agreement which would aim to put the Project in a more
sustainable position going forward.

More generally, CNH's Ba1 underlying rating continues to benefit
from: (1) the stable availability-based revenue stream under the
long-term PA that ProjectCo entered into with the Trust; (2) a
range of creditor protections included within ProjectCo's financing
structure, such as debt service and maintenance reserves; (3) the
expectation that there is a likelihood of high recovery for lenders
in the event of any default by ProjectCo under the PA and
termination by the Trust; (4) the protective mechanisms mitigating
the offtaker's credit risks for ProjectCo's senior lenders; and (5)
the fact that performance deductions are passed through to the
respective FM contractors (subject to a cap of 100% of the annual
payments) with no financial impact on ProjectCo.

However, CNH's Ba1 underlying rating remains constrained by: (1)
the project's high leverage, with minimum and average DSCR of 1.06x
and 1.21x (Moody's calculated metrics), respectively, which reduces
the Issuer's ability to withstand unexpected stress; (2) the
exposure to hard FM cost benchmarking without the ability to pass
all cost increases to the Trust, though partially mitigated through
the hard FM service fee indexation and a hard FM reserving
mechanism; (3) the difficult relationships between parties, also
reflecting the involvement of P2G LLP in the performance monitoring
of the Project; and (4) the continued delays in the finalisation of
a settlement agreement with the Trust.

Scheduled payments of principal and interest under the Bonds issued
by CNH are unconditionally and irrevocably guaranteed by Assured
Guaranty UK Limited (Assured Guaranty, rated A1 stable). The Ba1
underlying rating on the Bonds reflects the credit risk of the
Bonds without the benefit of the financial guarantee from Assured
Guaranty. The rating of the Bonds is determined as the higher of
(1) the insurance financial strength rating of Assured Guaranty;
and (2) the underlying rating on the Bonds. Since Assured
Guaranty's rating is higher than the underlying rating, the backed
rating of the Bonds is A1.

Notwithstanding the ongoing discussions and negotiations between
the Project parties, the negative outlook reflects the continued
delays in the finalisation of a settlement agreement and the
relatively weak operational performance reported by the Project.

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

In light of the negative outlook, upward rating pressure remains
limited in the short term. Moody's could change the outlook to
stable and/or upgrade CNH's underlying rating if: (1) operating
performance sustainably returns to satisfactory levels and awarded
SFPs fall comfortably below contractual thresholds; and (2) the
formal implementation of a settlement agreement between the Project
parties is finalised and executed in a satisfactory manner, with no
permanent adverse impact on ProjectCo's risk profile and/or
financial metrics.

Conversely, Moody's could downgrade CNH's underlying rating if: (1)
the finalisation of a settlement agreement continues to be delayed
or operating performance fails to improve, resulting in the Trust
using formal contractual remedies and increasing the risk of
Project termination; (2) the implications of any settlement
agreement result in a permanent detrimental impact on ProjectCo's
operating or financial risk profile; (3) the quality of
relationships between Project parties shows further signs of
deterioration; (4) ProjectCo faced materially increased hard FM
costs following a cost benchmarking exercise; or (5) the lifecycle
cost budget or other operating costs were to materially increase.

The principal methodology used in this rating was Operational
Privately Financed Public Infrastructure (PFI/PPP/P3) Projects
Methodology published in June 2021.

GREAT ANNUAL: HMRC Files Winding-Up Petition Amid Restructuring
---------------------------------------------------------------
Coreena Ford at BusinessLive reports that HMRC has filed a petition
to wind up a North East energy brokerage while it is in the middle
of a restructuring process.

Great Annual Savings Group (GAS) is among a number of regional
energy consultancies which have expanded at a rapid rate in recent
years and currently has around 160 members of staff at its head
office in Seaham, County Durham.  The company -- launched 10 years
ago and a former Sunderland shirt sponsor -- helps businesses to
reduce their variable costs in energy, water, telecoms, merchant
services and insurance and has around 14,000 customers across the
UK and Ireland.

Despite the pandemic, which led to the company furloughing large
numbers of staff, revenue remained consistent at around GBP20
million in most recent accounts covering the year ended June 2021,
BusinessLive notes.  However, the last year has seen the firm
reduce its headcount from 300 to its current level of 160 employees
and it has also been battling rising costs, BusinessLive states.

In its recent accounts the company highlights how it has carried
out forecasts of its finances, to include outstanding HMRC
liabilities which has arisen during the pandemic, but directors
said that an arrangement for repayments had been put to the
Government department, BusinessLive discloses.

Now, the company has revealed it has brought in business advisors
from FRP Advisory and Shoosmiths, amid efforts to "rightsize" the
company and return to growth, BusinessLive relates.

According to BusinessLive, yet before the firm's restructuring
proposals have been finalised, HMRC has raised a petition to wind
up the company, which is set to be heard at the High Court in
London on Dec. 7.

The appointment of the two restructuring specialists and the move
by HMRC comes after a period of expansion at the business, which
had invested a multimillion-pound sum into its head office at
Spectrum Business Park to accommodate a growing workforce,
BusinessLive notes.


SATUS 2021-1: S&P Affirms 'B- (sf)' Rating on Class F-Dfrd Notes
----------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Satus 2021-1 PLC's
class B notes to 'AA+ (sf)' from 'AA (sf)', class C notes to 'A+
(sf)' from 'A (sf)', and class D-Dfrd notes to 'A- (sf)' from 'BBB+
(sf)'. At the same time, S&P affirmed its 'AAA (sf)' 'BB+ (sf), and
'B- (sf)' ratings on the class A, E-Dfrd, and F-Dfrd notes,
respectively.

S&P said, "The rating actions follow our review of the
transaction's performance and the application of our current
criteria, and reflect our assessment of the payment structure
according to the transaction documents.

"We analyzed the transaction's credit risk under our updated global
auto asset-backed securities (ABS) criteria, which fully supersede
our previous auto ABS criteria. Our standard recovery rate
assumption for investment and speculative grade ratings was
replaced with tiered recoveries (recovery rate base case and
increasingly stressful recovery rate haircuts at higher ratings).
Our rising, flat, and down stress interest rate scenarios were
replaced by interest rate curves based on the Cox-Ingersoll-Ross
framework specific to each rating category."

The transaction has amortized strictly sequentially since closing
in November 2021. This has resulted in increased credit enhancement
for the outstanding notes, most notably for the senior and
mezzanine notes.

Available credit enhancement comprises subordination and a
bifurcated replenishable cash reserve, with a senior liquidity
reserve fund available for the class A and B notes and a junior
liquidity reserve fund available for the class C-Dfrd, D-Dfrd,
E-Dfrd, and F-Dfrd notes, each with a floor expressed as a
percentage of the closing balance. However, the junior liquidity
reserve fund required amount is zero while the class B notes are
outstanding and is not reflected in the available credit
enhancement for those classes of notes.

As of the September 2022 servicer report, the pool factor had
declined to 59.9% (for non-defaulted receivables), and the
available credit enhancement for the class A, B, C-Dfrd, D-Dfrd,
and E-Dfrd notes had increased to 47.7%, 32.6%, 19.3%, 12.5%, and
7.6%, respectively, compared with 28.8%, 19.8%, 11.5%, 7.5%, and
4.5% at closing. As the class F-Dfrd notes are only backed by the
junior liquidity reserve, there is no increase in credit
enhancement for this class of notes. The uncollateralized class Z
notes have now redeemed.

Given the current pool factor and the pool's seasoning, the
observed gross losses from hostile terminations, at 1.7% of the
initial pool balance (as of the September 2022 servicer report),
were lower than S&P's expectations in November 2021. The
transaction performance is comparable with other peer transactions
that it rates.

S&P said, "Following our review, we revised our base-case hostile
termination assumption to 8.00% from 10.5% at closing. We have
maintained our base-case voluntary termination assumption at 2.5%.
Our hostile termination and voluntary termination multiples remain
unchanged and are in line with our assumptions at closing.

"The purchased loan receivables arise from used car financing,
predominantly in the near-prime market. As such, the transaction
includes receivables with relatively long original maturities of up
to 60 months, original loan-to-value (LTV) ratios up to 130%, and
higher vehicle ages. The age distribution of the vehicles as of
closing suggests that a material percentage could be non-euro 6
diesel-powered vehicles, which we believe could face lower
recoveries. We considered these factors, current performance, and
the recovery rate peer comparison performance while determining our
recovery rate haircuts to determine the stressed recovery
assumption.

"Based on this and the observed recoveries on defaulted receivables
so far, we considered a recovery rate base-case of 40.0% for all
rating levels. For recoveries related to hostile terminations, we
assumed 100% to be realized nine months after default. We did not
apply any recovery lag for voluntary terminations since vehicles
must be returned by the obligors to exercise this right."

Lastly, as the collateral backing the notes comprises U.K. fully
amortizing fixed-rate auto loan receivables arising under hire
purchase agreements, the transaction is not exposed to residual
value risk.

  Credit Assumption Summary (AAA)

                                             CURRENT     CLOSING
                                             REVIEW (%)  REVIEW   

  
  Base-case cumulative HT rate assumption (%)     8       10.5

  Base-case cumulative VT rate assumption (%)    2.5       2.5

  HT stress multiple                            4.25      4.25

  VT stress multiple                               3         3

  Stressed cumulative recovery (%)                30        30

  Stressed HT and VT net loss (%)               29.1      36.5

  RV loss exposure percentage of the total pool    0         0

  RV loss (%)                                      0         0

  HT--Hostile terminations.
  VT--Voluntary terminations.
  RV--Residual value.


S&P said, "We performed our cash flow analysis to test the effect
of the amended credit assumptions and deleveraging in the
structure.

"Our cash flow analysis indicates that the available credit
enhancement for the class A, B, C-Dfrd, D-Dfrd, and E-Dfrd notes is
sufficient to withstand the credit and cash flow stresses that we
apply at 'AAA', 'AA+', 'A+', 'A-' and 'BB+' ratings, respectively.
The class E-Dfrd notes achieve higher cash flow outputs under our
standard cash flow analysis. However, the assigned ratings on these
classes of notes also consider the sensitivity to increased levels
of prepayments and their subordination.

"We have therefore affirmed our 'AAA (sf)' and 'BB+ (sf) ratings on
the class A and E-Dfrd notes, respectively, and raised to 'AA+
(sf)', 'A+ (sf)', and 'A- (sf)', from 'AA (sf)', 'A (sf)', and
'BBB+ (sf)' our ratings on the class B, C-Dfrd, and D-Dfrd notes,
respectively.

"We have also affirmed our 'B- (sf)' rating on the class F-Dfrd
notes as these notes do not withstand stresses commensurate with a
'B' rating level. However, we have considered the stable
performance of the transaction observed so far, and we believe the
issuer will be able to repay its obligations under these notes in a
steady state scenario.

"Our credit stability analysis indicates that the maximum projected
deterioration that we would expect at each rating level for
one-year horizons under moderate stress conditions is in line with
our criteria.

"There are no rating constraints under our operational risk
criteria. In addition, there are no rating constraints under our
counterparty or structured finance sovereign risk criteria, and
legal risks continue to be adequately mitigated, in our view."

Satus 2021-1 PLC securitizes a portfolio of auto loan receivables,
which Startline Motor Finance Ltd. granted to its U.K. clients.


SUPERDRY: Elliott Advisors Set to Bankroll GBP70-Mil. Rescue
------------------------------------------------------------
Oliver Gill at The Telegraph reports that the US hedge fund Elliott
Advisors is poised to bankroll a GBP70 million rescue of Superdry
after the clothing retailer raised fears over its ability to
continue trading amid the cost of living crisis.

According to The Telegraph, Bantry Bay, a London-based fund that is
backed by the Wall Street activist, is preparing to refinance GBP70
million of loans that Superdry is due to repay in January,
according to City sources.

But the company said in its annual report that its future was at
risk, with Superdry still in talks to find new investors to
refinance banking facilities provided by HSBC and BNP Paribas, The
Telegraph relates.

Talks with Bantry Bay are understood to be at an advanced stage
with Superdry hopeful that a deal could be agreed as early as this
week, City sources added, The Telegraph notes.  No agreement has
been signed and a deal could yet fall apart, they added, The
Telegraph states.

Superdry operates 740 branded stores across 61 countries and
employs more than 2,500 people in the UK and Ireland.


THREAD: Marks & Spencer Acquires Intellectual Property
------------------------------------------------------
Iain Gilbert at ShareCast reports that retailer Marks & Spencer has
acquired the intellectual property of fashion marketplace Thread,
which recently went into administration, as part of an effort to
drive revenue growth from personalised services.

The deal was a "pre-pack administration", meaning a buyer for the
business will be in place prior to the firm declaring insolvency,
ShareCast relays, citing the Times.

According to ShareCast, the acquisition was also said to include
source codes and algorithms developed by Thread, with its
"cutting-edge, proprietary tech" set to be integrated into M&S'
website, allowing the group to suggest users' clothes based on
style, size, and budget.

M&S will also hire 30 of Thread's former data scientists, software
engineers and creative teams in order to head up the integration,
including Kieran O'Neill and Ben Phillips, who founded Thread in
2012, ShareCast discloses.



WINDHOIST: Goes Into Administration, Halts Operations
-----------------------------------------------------
Renews reports that turbine installation specialist Windhoist has
entered administration, its owner STAR Capital has confirmed.

Financial consultancy Grant Thornton has been appointed to oversee
the insolvency process of the Scottish company and its Irish
subsidiary, Renews relates.

According to Renews, a STAR spokesperson said "a series of
unforeseeable external factors" in recent years had "severely
impacted" the business.

"Both the Covid pandemic and its subsequent significant supply
chain disruptions have led to considerable delays in projects, an
inability to move expert technicians and equipment to overseas
locations for extended periods of time, shortages of skilled labour
and inflationary pressures on its customer base and the wider
industry," they added.

"More recently these pressures have been compounded by other world
events, including the Russia-Ukraine conflict and continuing
lockdowns in China."

Scotland-headquartered Windhoist, which has operations in a number
of countries, has let a number of staff go, it is understood.

Personnel from Grant Thornton were appointed on Nov. 29 to act as
administrators to Windhoist and provisional liquidators of
Windhoist Ireland, Renews discloses.

"Owing to adverse trading conditions in recent years, Windhoist
encountered significant cash flow issues in the days prior to
appointment," Renews quotes a Grant Thornton spokesperson as
saying.

"The directors therefore concluded that they had no alternative but
to place both companies into an insolvency process.  All trading
and operations have currently ceased and the
administrators/provisional liquidators are currently liaising with
key stakeholders as they assess the options available to them.
Further information will be made available in due course."



                           *********


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
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Information contained herein is obtained from sources believed to
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