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

                          E U R O P E

          Friday, December 2, 2022, Vol. 23, No. 235

                           Headlines



F R A N C E

ELECTRICITE DE FRANCE: S&P Rates New Hybrid Notes B+, on Watch Neg.
NOVAFIVES SAS: S&P Alters Outlook to Negative, Affirms 'B-' ICR


G E R M A N Y

DEUTSCHE LUFTHANSA: S&P Raises ICR to 'BB' on Air Traffic Recovery
QUALITY GROUP: S&P Assigns Preliminary 'B+' Issuer Credit Rating
UNIPER: Sues Gazprom for Damages Over Natural Gas
WARENDORF: Files for Insolvency for Second Time


I R E L A N D

ARES EUROPEAN XVI: S&P Assigns B- (sf) Rating to Class E & F Notes


I T A L Y

UDINE SRL: Auction Scheduled for December 14


U N I T E D   K I N G D O M

FRUGI: Bought Out of Administration by Refined Brands
ISLAND MARINA: Owed More Than GBP10MM at Time of Administration
JOULES: Next Rescues Business From Administration
POWER SOLAR: December 5 Claims Submission Deadline Set


X X X X X X X X

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

                           - - - - -


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F R A N C E
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ELECTRICITE DE FRANCE: S&P Rates New Hybrid Notes B+, on Watch Neg.
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S&P Global Ratings assigned its 'B+' long-term issue rating to the
perpetual, optionally deferrable, and subordinated hybrid capital
security issued by Electricite de France S.A. (EDF) (BBB/Watch
Neg/A-2). Like all S&P's other ratings on EDF and its debt, the new
issuance is on CreditWatch negative.

Parallel with the issuance, EDF intends to call its $2,098 million
subordinated hybrid instrument with a first call date on Jan. 29,
2023. According to our estimates, after this transactions the
overall amount of hybrid capital eligible for intermediate equity
credit will remain comfortably below our 15% upper guidance.

S&P said, "EDF will use the proceeds to replace part of the dollar
hybrid with a call date on Jan. 29, 2023. EDF issued an amount
which, combined with the 10% threshold for immateriality in our
methodologies applied to its EUR12.3 billion aggregated hybrids,
would reach or exceed the equivalent of $2,098 million, at the
prevailing euro to U.S. dollar exchange rate at launch. In
application of our criteria, we typically consider redemptions of
up to 10% over a 12-month period of hybrids outstanding as
immaterial. We would therefore maintain the intermediate equity
content on EDF's hybrid stock after the announced dollar hybrid
issuance is called, so long as the overall reduction does not
exceed 10%.

"We consider the proposed security to have intermediate equity
content until the first reset date because it meets our criteria in
terms of its ability 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.

"We will therefore assign intermediate equity content to the new
hybrid instrument until the first reset date in December 2028, set
six years after issuance; and lower the equity content of the
hybrid replaced to minimal.

"We also continue to assess the equity content on the remaining
hybrids as intermediate. This is notably because we consider that
the issuance of the new hybrid instrument will partially replace
the existing hybrid.

"We arrive at our 'B+' issue rating on the proposed security by
notching down from our 'bb' stand-alone credit profile on EDF,
meaning we do not factor extraordinary government from the French
state to this security." The two-notch differential reflects our
notching methodology of deducting:

-- One notch for subordination because S&P's long-term issuer
credit rating on EDF 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 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.

"To reflect our view of the intermediate equity content of the
proposed security, we allocate 50% of the related payments as a
fixed charge and 50% as equivalent to a common dividend. The 50%
treatment of principal and accrued interest also applies to our
adjustment of debt.

"EDF can redeem the security for cash at any time in the 3-months
preceding period, which we understand will be more than five years
after issuance (in December 2028) and on any coupon payment date
thereafter. Although the proposed security is perpetual, it can be
called at any time for tax, accounting, ratings, or a substantial
repurchase event. If any of these events occur, EDF intends, but is
not obliged, to replace the instruments. In our view, this
statement of intent mitigates the issuer's ability to repurchase
the notes on the open market. In addition, EDF has the ability to
call the instrument any time prior to the first call date at a
make-whole premium. EDF has stated that it has no intention to
redeem the instrument during this make-whole period, and in our
view the inclusion of this type of clause does not create an
expectation that the issue will be redeemed during the make-whole
period. Accordingly, we do not view it as a call feature in our
hybrid analysis, even if it is referred to as a make-whole call
clause in the hybrid documentation.

"We understand that the interest to be paid on the proposed
security will increase 25 basis points (bps) 11 years from issuance
(in December 2033), and a further 75 bps 20 years after its first
reset date (in December 2048). We consider the cumulative 100 bps
as a material step-up, which is currently unmitigated by any
binding commitment to replace the instrument at that time. We
believe this step-up provides an incentive for the issuer to redeem
the instrument on its first reset date.

"Consequently, we will no longer recognize the instrument as having
intermediate equity content after its first reset date in December
2028, 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. EDF'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 Our Assessment Of The Securities' Deferability

In S&P's view, EDF's option to defer payment on the proposed
security is discretionary. This means that EDF 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 if EDF declares or pays an equity dividend or interest on
equally ranking securities, and if EDF redeems or repurchases
shares or equally ranking securities. However, once EDF has settled
the deferred amount, it can still choose to defer on the next
interest payment date.

Key Factors In Our Assessment Of The Securities' Subordination

The proposed securities are intended to constitute deeply
subordinated obligations, ranking senior only to ordinary shares of
EDF S.A. (the issuer) and to any other class of the issuer's share
capital (including preference shares) pari passu among themselves
and with all other present and future deeply subordinated
obligations of the issuer and subordinated to present and future
titres participatifs or prets participatifs issued by or granted to
the issuer, ordinary subordinated obligations, and unsubordinated
obligations of the issuer.


NOVAFIVES SAS: S&P Alters Outlook to Negative, Affirms 'B-' ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on French engineering group
Novafives SAS to negative from stable and affirmed the 'B-'
long-term issuer credit and issue ratings on the company and its
senior secured debt, and 'B+' issue rating on the super senior
revolving credit facility (RCF).

The negative outlook reflects the risk of a downgrade if Novafives
cannot deliver its business plan and deleveraging in 2023, which
could make its capital structure unsustainable.

S&P said, "We expect further improvement in operating performance
in 2023, although challenges remain high. The company's operating
performance recovered in the third quarter after supply chain
problems affected operations and weighed on cash flow in the first
half. We now estimate full-year 2022 revenue growth at about 10%,
which is significantly higher than our prior base case of 5%,
spurred by price inflation and higher volumes. We forecast the
group's S&P Global Ratings-adjusted EBITDA margin will increase to
approximately 6% in 2022, compared with our previous expectation of
6.0%-7.0%, partly compensated by higher-than-expected revenue.
Furthermore, we expect revenue growth of 9%-10% for 2023 on the
back of a record-high backlog of approximately EUR2.5 billion at
Sept. 30, 2022, and continued price increases. Therefore, we
forecast S&P Global Ratings-adjusted EBITDA margin will strengthen
to about 6.5% in 2023 as component availability issues ease and
project execution improves. However, operational risks remain high
given still-stretched supply chains, continuous cost inflation
pressure, and volatile material costs, which could result in lower
profitability than expected.

"In our view, the company's EBITDA and cash generation may be
insufficient to support deleveraging. Based on expected revenue and
EBITDA margins, we assume EBITDA will reach about EUR120 million in
2022 and more than EUR135 million in 2023. That said, we now
forecast lower FOCF than we previously expected this year, at EUR15
million-EUR20 million versus EUR25 million-EUR30 million. This is
mainly due to strong working capital consumption considering the
persistent supply chain issues. FOCF should then improve to EUR35
million-EUR40 million in 2023 as supply chain issues ease, the
company reaches agreed milestones to obtain customer payments, and
security inventories are gradually reduced. That said, this FOCF
level may be insufficient to reduce debt to more sustainable levels
in the near-to-medium term. Notably, the company must make annual
instalments of EUR40 million to repay its French-state-guaranteed
debt by 2026. We therefore forecast debt to EBITDA will reduce to
about 8.5x in 2022 and below 7.0x in 2023.

"The capital structure may become unsustainable amid rising
interest rates. At Sept. 30, 2022, Novafives' gross debt was
approximately EUR925 million. This comprised EUR600 million of
existing senior secured notes, EUR265 million of bank loans
(including EUR160 million of outstanding French-state-guaranteed
debt), EUR29 million of RCF drawings, and about EUR32 million of
other short-term borrowings. Novafives' debt to EBITDA was 10.7x in
2021 and we expect it to reduce to about 8.5x in 2022, but the
higher interest rate environment makes it increasingly important to
materially deleverage until the company has to refinance to reduce
refinancing risk. Positively, its senior secured notes are due in
June 2025 and the RCF is due in December 2024, providing enough
time to reach more sustainable levels.

"We do not see a subpar exchange as likely, despite the senior
secured notes trading at a significant discount. Novafives' senior
secured notes are currently trading at 75 cents on the euro. This
significant discount could increase the probability that the
company will negotiate some form of subpar debt exchange.
Nevertheless, we view such a scenario as less likely at the moment,
since Novafives would have to refinance the debt at considerably
higher rates, it has good business momentum, and we believe its
shareholders remain supportive of the group.

"We continue to view liquidity as adequate, supported by improving
covenant headroom and an expected further reduction of RCF
utilization by year end. As of Sept. 30, 2022, the group's
liquidity resources more than covered its cash outflows for the
following 12 months. Its liquidity is supported by an accessible
cash balance of more than EUR180 million and now full availability
of the EUR115 million RCF, with EUR29 million currently drawn. We
note that covenant headroom remains tight but should gradually
increase with operating performance improvement. The leverage
covenant is tested only if the RCF is drawn more than EUR50
million, which we don't expect under our base case. We estimate the
company will reduce its drawings further by the end of the year
after substantially reversing its working capital outflows.

"The negative outlook reflects our view that Novafives' capital
structure may become unsustainable. Such a scenario could occur if
deleveraging is not progressing as expected due to subdued EBITDA
margins and/or if it cannot sustain meaningful positive FOCF."

S&P could lower its rating if:

-- S&P views that the company's deleveraging is not in line with
our expectations, namely below 7x by year-end 2023;

-- It cannot generate FOCF of at least EUR30 million in 2023;

-- Funds from operations (FFO) cash interest coverage is less than
1.5x;

-- EBITDA margins do not improve to about 6.5% in 2023, coupled
with subdued margin prospects for 2024; or

-- Liquidity deteriorates.

S&P could revise the outlook to stable if it thinks the capital
structure remains sustainable, due to:

-- Continued strong topline growth and gradually improving margins
in line with S&P's base-case expectations, resulting in gradual
deleveraging to less than 7x by 2023 and toward 6x by 2024.

-- The company's shareholders make a substantial equity injection
to support deleveraging.

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




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G E R M A N Y
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DEUTSCHE LUFTHANSA: S&P Raises ICR to 'BB' on Air Traffic Recovery
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S&P Global Ratings raised its long-term issuer credit and issue
ratings on Deutsche Lufthansa AG (Lufthansa) and its senior
unsecured debt to 'BB' from 'BB-' and its issue rating on its
junior subordinated debt to 'B' from 'CCC+'. The short-term issuer
credit rating was affirmed at 'B'.

The positive outlook reflects at least a one-in-three chance that
S&P may raise its ratings on Lufthansa in the next 12 months.

S&P now expects that Lufthansa will generate EUR3.4 billion-EUR3.6
billion of EBITDA in 2022, which is about EUR1 billion higher than
our previous forecast.

This is a significant improvement from just breakeven EBITDA
achieved in 2021, although still 20% below pre-pandemic levels. The
recovery is driven by record-high operating performance in the
logistics (cargo freight), and maintenance repair and overhaul
(MRO) segments, further supported by the turnaround in Lufthansa's
core airline passenger business since the summer. Third-quarter
2022 was the first since the start of the pandemic when Lufthansa's
airlines made a positive contribution (about 70% of 2019 levels) to
the group's total EBIT. This turnaround was spurred by strong
pent-up demand for air passenger travel to leisure destinations and
for visiting friends and family, as well as record-high yields,
exceeding pre-pandemic levels. Ticket prices were especially
remarkable for long-haul destinations, particularly North America,
which also benefited from U.S. dollar appreciation against the
euro. That said, in the first nine months of 2022 the airline
segment did not positively contribute to EBIT, constrained by the
weak first half. This was more than compensated by continuous
record-high performance in the logistics segment with
January-to-September EBIT of about EUR1.3 billion after EUR946
million in 2021--and versus negative EUR33 million in full year
2019 and positive EUR263 million in full year 2018--fueled by
unprecedently elevated air freight yields. However, S&P does not
view this as sustainable and expect air freight rates to moderate,
as congestion in marine infrastructure eases, ocean freight rates
fall, and airline belly capacity expands.

Recovering EBITDA and a strong working capital inflow will
translate into materially positive FOCF (after leases) this year.
Improved operating performance in general and about a EUR2.6
billion working capital inflow, from strong customer
bookings/prepayments underpinned by the record-high fares and more
efficient working capital management, led reported FOCF before
leases to surge to EUR3.6 billon in the first nine months of 2022.
On the back of the strong momentum year-to-date and after the
typical seasonal working capital unwind in the fourth quarter, we
now expect 2022 FOCF (after leases) of about EUR1.5 billion, which
compares to our previous assessment of slightly negative to neutral
FOCF. This captures our capital expenditure (capex) forecast of
about EUR2.5 billion, which is above deflated pandemic levels of
EUR1.2 billion-EUR1.3 billion, but largely in line with the group's
annual depreciation.

S&P Said, "We now expect Lufthansa's adjusted debt to decline
significantly, but only partly due to FOCF improvement. We forecast
about EUR9 billion in adjusted debt at year-end 2022, down from
EUR12.4 billion at year-end 2021 and EUR10.8 billion before the
pandemic." The decline is spurred by:

-- Positive FOCF being used for debt reduction. We expect
Lufthansa's financial debt will decline about EUR1.4 billion from
the EUR14.3 billion reported at year-end 2021 but remain
significantly above the EUR7.2 billion at year-end 2019. Our
forecast factors scheduled and early debt repayments, including the
remaining EUR500 million drawn under the bank loans guaranteed by
the Belgian and Austrian states.

-- A material reduction in our pension adjustment, which we now
forecast at about EUR1.6 billion versus EUR3.6 billion in 2021 and
EUR4.3 billion in 2019, due to anticipated higher interest rates
over our forecast period. Our adjustment represents the difference
between the most recent estimated cumulated net plan assets and net
plan liabilities under defined benefit schemes after tax.

S&P said, "Under our base case, recovery in EBITDA and lower
adjusted debt will lead to credit metrics improvement, with the
financial risk profile revised up two categories to significant
from highly leveraged. We expect adjusted FFO to debt will improve
to close to 30% in 2022, which compares with a negative value in
2021 and our previous forecast of 12%-15%. Furthermore, we think
that the lower adjusted debt will provide ample headroom under the
now significant financial risk profile for any potential challenges
due to mounting macroeconomic and inflationary headwinds and likely
moderation in air cargo freight rates, which combined could weigh
on Lufthansa's performance. However, there is uncertainty about the
interplay between demand and pricing (yields) amid a recessionary
and inflationary backdrop over the next few quarters, which may
exert additional pressure and currently weighs on rating upside.

"We ceased to factor government support into the rating, as the
rationale for it has diminished. Lufthansa's credit quality is
improving and potential pandemic-related disruption to its
operations is remote. Therefore, we now view government support as
unlikely. We also understand that the state aid provided under the
Temporary Framework Scheme (closed in June 2022) was solely
pandemic-related and targeted at preventing a potential liquidity
crunch and do not expect it in the foreseeable future. Moreover, in
our opinion, the provision of government support to an airline is
subject to strict EU competition regulations under normal trading
conditions.

"The positive outlook reflects at least a one-in-three chance that
we may raise our ratings on Lufthansa in the next 12 months.

"We could raise our ratings if Lufthansa improves its adjusted FFO
to debt to clearly above 30% on a sustainable basis. This could
occur if air passenger demand is not significantly hindered by
expected sluggish economic growth and inflationary pressures and
Lufthansa's proactive yield management curbs inflationary pressure
on its cost base, while it continues to prioritize deleveraging."

"We could revise the outlook to stable if adjusted FFO to debt
remains consistently at 20%-30%, for example, because eroding
customer purchasing power leads to materially lower air travel.

ESG credit indicators: To E-3, S-4, G-2; From E-3, S-5, G-2

S&P said, "Social factors are now a negative consideration in our
credit rating analysis compared to very negative previously. This
reflects the ongoing recovery in air passenger traffic following
the lift of pandemic-related travel restrictions for most regions
(reduced health and safety risk) and associated positive effects on
Lufthansa's operating performance. In 2022, we expect demand for
Lufthansa's flights (as measured in RPKs) to recover to about
70%-75% of 2019 levels from just 30% in 2021. Although we expect
the recovery will continue into 2023, we still forecast RPKs 20%
below pre-pandemic levels. We think that Lufthansa's focus on
long-haul (with some markets, especially China, still imposing
strict travel rules) and exposure to business travel constrain the
pace of its recovery compared to airlines that rely more on
domestic traffic (U.S. airlines) or European short-haul leisure
(Ryanair and easyJet)."

Environmental factors are a moderately negative consideration, like
the broader airline industry, reflecting pressures to reduce
greenhouse gas emissions. Therefore, Lufthansa will continue
upgrading its fleet, which is about 12.7 years old, with more
fuel-efficient aircraft. This will lead to a moderate increase in
capex above deflated pandemic levels, which S&P expects to be
largely in line with the fleet's annual depreciation.

Environmental, social, and governance (ESG) credit factors for this
change in credit rating/outlook and/or CreditWatch status:

-- Health and safety


QUALITY GROUP: S&P Assigns Preliminary 'B+' Issuer Credit Rating
----------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B+' issuer credit
rating to German nutrition company The Quality Group (Asterix
Holdco) and its 'B+' issue rating to the group's proposed term loan
B (TLB).

The outlook is stable, reflecting its assumption that Asterix's
growth will continue to outperform that of the German nutrition
market by 300-500 basis points (bps) and its adjusted leverage will
remain well below 4x.

In May 2022, CVC acquired a majority stake in Asterix Holdco, a
German nutrition company operating through the brands ESN and More
Nutrition.

The group will finance the acquisition with a EUR300 million term
loan B (TLB) and a EUR359 million equity investment from CVC's
shareholders, of which EUR215 million will be in the form of
shareholder loans. The group also plans to put in place a EUR50
million revolving credit facility (RCF), which will be undrawn at
closing.

S&P said, "We believe The Quality Group is rapidly building a solid
position in Germany. The German nutrition market is characterized
by high fragmentation and low barriers to entry. The Quality Group
was created in January 2021 with the combination of the sports
nutrition brand ESN and the influencer-focused healthy food and
nutrition brand More Nutrition. This transaction translated into
pro forma revenue of EUR198 million in 2021, pointing to 52%
growth, while maintaining a 33% S&P Global Ratings-adjusted EBITDA
margin (based on revenue net of promotional rebates). More
Nutrition brings to the group a strong social media presence that
enables rapid sales through influencers, while ESN has production
capabilities and a strong reputation for protein products. The
group currently produces 50%-60% of products in house. The combined
group enjoys solid positions on its niche markets in Germany--No. 1
in sports nutrition and No. 4 in dietary nutrition. Its competitors
are My Protein (THG PLC B/Negative/--) and German brands like
Foodspring (owned by Mars Corp.). We note that there is a high
geographic concentration on the German market (more than 90%).
While the group intends to develop abroad, we believe Germany will
remain durably predominant in the group's earning base.

"The group's operating model remains constrained by its small
absolute size, but we acknowledge good prospects in a growing
addressable market. The Quality Group is smaller than peers like
THG PLC (B/Negative/--) or Simply Good Foods Co. (BB-/Stable/--).
This makes it somewhat vulnerable to existing and emerging
competition, in our view, particularly if the group's business
model is replicated with a more aggressive value proposition. At
the same time, we expect its addressable market in Germany to
expand 5%-6% annually, while the competition is still manageable.
The group's growth prospects are supported by the limited overlap
between More Nutrition and ESN end customers. ESN targets consumers
between 18 and 45 years old that use whey protein and other
supplements as part of their fitness regimes, while More Nutrition
focuses on women aged 25-45 who seek high-protein products, sugar
substitutes, and vitamins, may not be frequent gym goers, and might
not be familiar with whey or other supplements. Because of the
larger addressable market and its online presence, The Quality
Group's growth outperformed the market by 300-500 bps per year. For
2022 , we expect the group will exceed our initial expectations, as
the 75% last-12-months reported number as of August suggests a much
stronger performance than the 45% growth we had initially
anticipated for full-year 2022.

"The group aims to diversify its revenue mix, with growth so far
relying on a few key personnel and on influencer-driven sales.
Twenty-five percent of sales have stemmed from the top 10
influencers. However, this model, although it enables the group to
increase sales extremely fast--exposes it to the loss of key
influencers to competition and reputational risks from its social
media presence. The group mitigates this risk by actively seeking
to retain and hire new influencers, which we understand has been
successful so far thanks to an attractive incentive model. That
said, we believe the inherent exposure to, and the viral nature of,
social media, even with a diversified influencer base, opens the
door to potential reputational damage, even if we expect the group
to hire carefully. We also see some execution risk in the group's
other growth initiative: An efficient customer relationship
management (CRM) system that could disrupt its original influencer
base model. This is because influencers might not see the same
value creation potential if the group can tap customers directly
via email or social networks. We also note possible execution risk
of expanding beyond German-speaking regions. Furthermore, the
group's exposure to Amazon remains substantial (13% of
sales)--albeit diminishing--and we see the risk that larger
retailers may want to grasp market share in the healthy food
segment by offering customers private label products.

"Structurally high EBITDA margins expected to remain at 25%-30%, in
light of inflation concerns. As of December 2021, 11% of ESN's
revenue and 82% of More Nutrition's revenue was generated with
influencer codes. The codes enable a standard discount of 10%-20%
and a variable renumeration for the influencer. This approach has
helped The Quality Group scale profitably with limited marketing
costs, at below 10% of net sales (after discounts applied), and low
fixed costs, around 10% (company reported). On a pro forma basis,
sales increased 65% in 2021 compared with the previous year while
EBITDA has doubled. In light of the recent inflation and current
trading, we expect revenue to increase another 70%-80%, supported
by more stock-keeping units, new customers, and price increases.
However, as the group is building scale, we see it as unlikely to
pass on all cost increases to customers and therefore forecast
EBITDA margins will decline by 400 bps-600 bps, also due to higher
marketing expenses. More generally, due to structural investments
in the business, we expect the margin to be about 25%-29% in 2023
and 2024.

"The financing for the acquisition, comprising the issuance of a
TLB and a sizable equity injection, translates into relatively
contained leverage for a sponsor-owned company, underpinning our
'B+' rating. CVC announced its agreement to acquire The Quality
Group on May 19, 2022, valuing the business at around EUR800
million. Asterix Holdco intends to issue a EUR300 million TLB, will
receive a EUR144 million cash common equity injection, and a EUR215
million shareholder loan from its new shareholder CVC to finance
the transaction. The previous owners will keep a stake of EUR181
million (approximately 35%) in Asterix Holdco. The two founders
will re-invest a substantial amount into the business and will
retain an operational role to help grow the two brands, ESN (54% of
revenue) and More Nutrition (42% of revenue). The significant
revenue growth in first-half 2022 leads us to believe that leverage
will be about 3.1x to 3.3x in 2022 and that the group will have
adequate liquidity, with EUR40 million at closing of the
acquisition.

"The stable outlook reflects The Quality Group's solid market
position in the German health and wellness snacking industry and
its continuous ability to acquire new customers through social
media channels. The latter, in particular, should allow the group
to outperform our market growth expectation by 300-500 bps per
year. In addition, the outlook captures our projection of EBITDA
margins remaining at 25%-29% over the next 12-18 months (versus 33%
in 2021) and adjusted debt to EBITDA remaining below 4.0x over the
coming two years."

S&P could lower the ratings if the group:

-- Posts adjusted leverage above 4.5x due to debt-financed
acquisitions, dividend recaps, or unexpected operational issues;

-- Is not able to pass through the higher costs related to
inflation to end customers, compressing operating margins,
therefore leading to adjusted funds from operations (FFO) to debt
sustainably below 15% or a material deterioration of free operating
cash flow (FOCF); or

-- Loses key personnel, such as its founder, or loses a sizable
market share to competitors.

Given its scale of operations and product and market diversity, S&P
does not envisage rating upside at this time. However, S&P could
consider raising the rating if the group:

-- Meaningfully increased its scale of operations, product
diversity, and geographic diversity, and reduced its exposure to
key personnel; and

-- Committed to a less-aggressive financial policy, such that it
sustained adjusted leverage under 3x as well as strong FOCF.

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

Governance factors are a moderately negative consideration in S&P's
credit rating analysis of Asterix Holdco due to its private equity
ownership and key man risk. The environmental and social factors
are an overall neutral consideration in our credit rating analysis
of the group.

The company does not publish a sustainability report.


UNIPER: Sues Gazprom for Damages Over Natural Gas
-------------------------------------------------
The Associated Press reports that German energy company Uniper said
on Nov. 30 it's suing Gazprom for damages over natural gas that
hasn't been delivered since June, when the Russian supplier started
reducing amounts to Germany.

Gas importer Uniper said it has initiated proceedings against
Gazprom Export at an international arbitration tribunal in
Stockholm, the AP relates.  It said the cost to replace gas that
Russia failed to supply so far totals at least EUR11.6 billion
(US$12 billion) and that cost will continue to increase until the
end of 2024, the AP notes.

Gazprom started reducing gas supplies through the Nord Stream 1
pipeline under the Baltic Sea to Germany in mid-June, citing
alleged technical problems, the AP discloses.  German officials
dismissed that explanation as cover for a political decision to
push up prices and create uncertainty, the AP relays.

Russia hasn't delivered any gas to Germany, which is supporting
Ukraine in the face of Russia's invasion, since the end of August,
the AP states.

According to the AP, Uniper has incurred huge costs as a result of
the gas cuts.  The government announced the company's
nationalization in late September, the AP recounts.

Uniper has been forced to buy gas at far higher market prices to
meet is supply contract obligations, the AP states.

"We are claiming recovery of our significant financial damages in
these proceedings.  It's about gas volumes that were contractually
agreed with Gazprom but not delivered and for which we had to
procure replacements at extremely high market prices and still have
to do so," the AP quotes Uniper CEO Klaus-Dieter Maubach as saying
in a statement. "We incurred these costs, but they are not our
responsibility.  We are pursuing these legal proceedings with all
due vigor: We owe this to our shareholders, our employees and the
taxpayers."


WARENDORF: Files for Insolvency for Second Time
-----------------------------------------------
kbbreview reports that German kitchen furniture manufacturer
Warendorf has filed for insolvency for the second time in three
years.

The brand was saved in July 2019 by unnamed Chinese investors after
it fell into administration in March of that year, kbbreview
recounts.  Those investors now say they are "no longer able to
support Warendorf financially".

According to kbbreview, in a statement issued by Warendorf and the
administrators, China's zero-Covid policy and its subsequent
adverse effects on the local construction industry are cited as
having impacted Warendorf's project business.  As a result, there
have been liquidity bottlenecks and loss of sales recently, with a
significant order planned for November and December being postponed
indefinitely to 2023, kbbreview states.

Approximately 100 employees at Warendorf have been informed, and
their salaries have been secured by insolvency money for three
months, kbbreview discloses.

Stefan Meyer from PLUTA Rechtsanwalts was appointed as the
provisional insolvency administrator on November 30, 2022,
kbbreview relates.  Mr. Meyer, his team and the Warendorf
management team will hold talks with customers and business
partners, kbbreview notes.




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

ARES EUROPEAN XVI: S&P Assigns B- (sf) Rating to Class E & F Notes
------------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Ares European CLO XVI
DAC's class X, A, B-1, B-2, C, D, E and F European cash flow CLO
notes, and the class A loan. At closing, the issuer also issued
unrated subordinated notes.

The ratings reflect S&P's assessment of:

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

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

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

-- The transaction's legal structure, which is bankruptcy remote.

-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.

  Portfolio Benchmarks

                                                       CURRENT
  S&P weighted-average rating factor                  2,996.36
  
  Default rate dispersion                               437.38

  Weighted-average life (years)                           4.90

  Obligor diversity measure                             124.98

  Industry diversity measure                             24.49

  Regional diversity measure                              1.24


  Transaction Key Metrics

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

  'CCC' category rated assets (%)                         2.89

  Covenanted 'AAA' weighted-average recovery (%)         36.08

  Covenanted weighted-average spread (%)                  4.10

  Covenanted weighted-average coupon (%)                  4.50

Delayed draw tranche

The class F notes is a delayed draw tranche. It was unfunded at
closing and has a maximum notional amount of EUR16.0 million and a
spread of three/six-month Euro Interbank Offered Rate (EURIBOR)
plus 9.75%. The class F notes can only be issued once and only
during the reinvestment period. The issuer used the proceeds
received from the issuance of the class F notes to redeem the
subordinated notes. Upon issuance, the class F notes' spread could
be higher (in comparison with the issue date) subject to rating
agency confirmation. For the purposes of S&P's analysis, it assumed
the class F notes to be outstanding at closing.

Asset priming obligations and uptier priming debt

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

In this transaction, corporate rescue loans and uptier priming debt
that comprise defaulted obligations are limited to 5%.

Rating rationale

S&P said, "We understand that the effective-date portfolio will be
well-diversified, primarily comprising broadly syndicated
speculative-grade senior-secured term loans and senior-secured
bonds. Therefore, we have conducted our credit and cash flow
analysis by applying our criteria for corporate cash flow CDOs.

"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread (4.10%), the
covenant weighted-average coupon (4.50%), and the target minimum
weighted-average recovery rate as indicated by the collateral
manager for all rating levels. We applied various cash flow stress
scenarios, using four different default patterns, in conjunction
with different interest rate stress scenarios for each liability
rating category.

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

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

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

"Until the end of the reinvestment period on July 15, 2027, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and it compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.

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

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our assigned ratings
are commensurate with the available credit enhancement for the
class A loan and class X, 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 X 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."

The transaction securitizes a portfolio of primarily senior-secured
leveraged loans and bonds, and is managed by Ares Management Ltd.

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: the
production or trade of illegal drugs or narcotics; the development,
production, maintenance of weapons of mass destruction, including
biological and chemical weapons; manufacture or trade in
pornographic materials; payday lending; performing oil exploration
or providing pipelines intended for use in the oil life cycle; and
tobacco production. 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

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

  Corporate ESG Credit Indicators

                               ENVIRONMENTAL   SOCIAL   GOVERNANCE

  Weighted-average credit indicator*    2.09    2.09     2.99

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

  E-2/S-2/G-2 distribution (%)         71.00   74.08     8.66

  E-3/S-3/G-3 distribution (%)          7.15    1.13    64.12

  E-4/S-4/G-4 distribution (%)          0.00    2.94     2.87

  E-5/S-5/G-5 distribution (%)          0.00    0.00     2.50

  Unmatched obligor (%)                11.75   11.75    11.75

  Unidentified asset (%)               10.11   10.11    10.11

*Only includes matched obligor.

  Ratings List

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

  X         AAA (sf)      1.50        3mE + 0.98        N/A

  A         AAA (sf)    114.30        3mE + 2.20      42.68

  A Loan    AAA (sf)    115.00        3mE + 2.20      42.68

  B-1       AA (sf)      33.30        3Me + 4.01      31.48

  B-2       AA (sf)      11.50              7.00      31.48

  C         A (sf)       21.60        3mE + 4.67      26.08

  D         BBB (sf)     27.70        3mE + 6.31      19.15

  E         B- (sf)      16.00        3mE + 8.36      15.15

  F**       B- (sf)      16.00        3mE + 9.75      11.15

  Subordinated  NR       51.10               N/A        N/A

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

**The class F notes is a delayed drawdown tranche, which is not
issued at closing.
NR--Not rated.
N/A--Not applicable.
3mE--Three-month Euro Interbank Offered Rate.




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

UDINE SRL: Auction Scheduled for December 14
--------------------------------------------
Udine -- between the roads Via Giovanni Paolo II, Via Cromazio
d'Aquileia, Via Fusine, Via Molin Nuovo -- large real estate
complex, consisting of a large area of construction land on which
there is a disused electrical substation tower building and a
structure with prefabricated cement pillars and metal trusses
covering a pre-existing production building.  The General Municipal
Regulatory Plan establishes for the real estate complex in question
a total of 29,100 square metres of Usable Surface Area, specifying
the intended use and respective quantities.  The total surface area
is 112,910 square metres.  The real estate complex currently forms
part of a territorial area subject to the Implementation Rules of
the General Municipial Regulatory Plan as pwer Variant no. 31,
relating to part of the disused industrial of the "former Bertoli
steelworks", approved on June 27, 2022, with Resolution no. 52 of
the Municipal Council The variant entered into force on July 14,
2022.  

Base Price: EUR10,135,000.00
Raised Bid: EUR200,000.00

Mixed synchronous sale www.garavirtuale.it

The auction will be held on December 14, 2022 at 9:00 a.m.

Each interested party must read the full tender notice available on
the public sales portal on the website of the Court of Bergamo and
on the websites www.asteannunci.it, www.asteavvisi.it,
www.canalease.it, www.rivistaastegiudiziare.it

The Judicial Liquidator can be reached at:

Prof. Giuliano Buffelli
Telephone: 035-247532
Fax: 035-231060
E-mail: studio@buffelli.it




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

FRUGI: Bought Out of Administration by Refined Brands
-----------------------------------------------------
Ryan Morwood at The Packet reports that Frugi, a sustainable
fashion brand in Cornwall, has been bought out after going into
administration.

Frugi, which was set up in 2004, opened a store in Helston back in
September of this year, however, The Packet has since learned that
the company had appointed auditing firm PwC as administrator on
Nov. 30.

According to The Packet, taking over will be Refined Brands, which
is also the parent company of another Cornwall-based ethical
fashion brand, Celtic & Co, based at Indian Queens, near St
Columb.


ISLAND MARINA: Owed More Than GBP10MM at Time of Administration
---------------------------------------------------------------
BBC News reports that more than GBP10 million of debts were left
behind, including more than GBP22,000 owed to staff, after a marina
went into administration.

Island Marina in Newport, Isle of Wight, and owner Uavend
Investments, ceased trading in September, BBC relates.

Nine staff were made redundant and five were retained to help run
the business, BBC discloses.

Uavend also owes money to construction companies and waste and
administration services, BBC relays, citing the Local Democracy
Reporting Service (LDRS).

Isle of Wight Council is owed GBP8,855 in unpaid business rates but
is not listed as a preferential creditor by administrators Lucas
Ross, BBC states.

According to documents lodged with Companies House, the owners had
been running the marina since 2012.


JOULES: Next Rescues Business From Administration
-------------------------------------------------
BBC News reports that clothing chain Joules has been rescued from
administration by retail giant Next and founder Tom Joule.

According to BBC, under the GBP34 million deal, Next says it
intends to keep about 100 Joules stores open and save 1,450 jobs.

However, 19 stores will be closed with immediate effect with the
loss of 133 posts, BBC notes.

Joules, known for its premium, brightly-coloured clothes, collapsed
into administration last month
after failing to secure emergency investment, BBC recounts.

Like other retailers, the Leicestershire-based firm has struggled
against a backdrop of the coronavirus pandemic and cost-of-living
pressures, BBC states.

Under the terms of the deal, Next will take a 74% stake in the
business, with Tom Joule owning the rest, BBC discloses. Next has
also paid GBP7 million to buy the current Joules head office, BBC
relays.

Next, BBC says, will continue to operate Joules' website but will
also sell Joules-branded clothing through its own e-commerce
platform from 2024.




POWER SOLAR: December 5 Claims Submission Deadline Set
------------------------------------------------------
Pursuant to section 216(1) of the Insolvency Act 2003, the Joint
Liquidators of Power Solar System Co. Ltd. intend to make an
interim distribution to creditors of the Company.  Creditors who
have not already done so are required to submit a claim in writing
to the contact below on or before December 5, 2022.  Failure to
submit a claim on or before the specified date may result in
exclusion from the benefit of any distribution.

Contact Details:

Pippa Thompson
Telephone: +1 284 494 4100
E-mail: pippa.thompson@pwc.com




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

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

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

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

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

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

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

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

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



                           *********


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

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

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

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

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

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


                * * * End of Transmission * * *