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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

          Tuesday, December 6, 2022, Vol. 23, No. 237

                           Headlines



B E L G I U M

TELENET GROUP: Fitch Affirms LongTerm IDR at 'BB-', Outlook Stable


F I N L A N D

FROSN-2018: Fitch Corrects Nov. 30 Ratings Release


G E R M A N Y

THYSSENKRUPP AG: Moody's Ups CFR to Ba3 & Alters Outlook to Stable


G R E E C E

EUROBANK ERGASIAS: Fitch Assigns Tier 2 Notes Final 'B-' LT Rating


I R E L A N D

BLACKROCK EUROPEAN VII: Fitch Affirms 'Bsf' Rating on Class F Notes
HARVEST CLO XIX: Moody's Affirms B2 Rating on EUR12MM Cl. F Notes
PALMER SQUARE 2022-2: Fitch Gives BB-sf Final Rating on Cl. E Notes
PIONEER AIRCRAFT: Fitch Lowers Rating on Class C Notes to CCC


I T A L Y

ATLANTIA SPA: Fitch Affirms EMTN Program's 'BB' IDR, Outlook Stable
SAIPEM SPA: S&P Upgrades ICR to 'BB+', Outlook Stable


N E T H E R L A N D S

CUPPA BIDCO: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable
ST. MAARTEN: Moody's Withdraws 'Ba2' Issuer Ratings


R U S S I A

XALQ BANK: S&P Affirms 'B+/B' Issuer Credit Ratings


S P A I N

FOODCO BONDCO: Moody's Lowers CFR to Caa3 & Alters Outlook to Neg.


U N I T E D   K I N G D O M

CENTRE FOR THE MOVING: Lynn to Bid for Edinburgh Filmhouse
CORPORATE SOLUTIONS: Owed GBP6 Million at Time of Administration
CROSSFIELD LIVING: Torus Appoints HMS to Complete Linaria Work
EAGLE MIDCO: GBP90MM Term Loan Add-on No Impact on Moody's B3 CFR
MARKET HOLDCO 3: Fitch Lowers LongTerm IDR to 'B+', Outlook Stable

WADE CERAMICS: Goes Into Administration, 140 Jobs Affected
WILD BEER: Enters Administration, Investors May Face Losses


X X X X X X X X

UZBEKISTAN: S&P Affirms 'BB-/B' Sovereign Credit Ratings

                           - - - - -


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B E L G I U M
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TELENET GROUP: Fitch Affirms LongTerm IDR at 'BB-', Outlook Stable
------------------------------------------------------------------
Fitch Ratings has affirmed Telenet Group Holding N.V.'s Long-Term
Issuer Default Rating (IDR) at 'BB-' with a Stable Outlook.

Telenet's rating takes into account its mature operating and
financial profile, a competitive but rational telecoms market,
developed cash flow and conservative financial policy (for the
rating level). Set against these factors, Fitch envisages
potentially heightened competitive market intensity given evolving
wholesale access in fixed markets and an anticipated new entrant in
mobile.

Telenet's evolving infrastructure model has seen the disposal of
its mobile towers and plans for the creation of an independently
managed/capitalised network operation (netco) along with a fibre
overbuild of its fixed-line network. Fitch rates Telenet on the
basis of consolidated metrics and envisage the company maintaining
good leverage headroom in the face of a significant investment
phase and period of weakened free cash flow.

The netco may lay the groundwork for the introduction of
strategic/infrastructure investors and independent capital
structure. Fitch will assess this possibility as plans become
clearer. However, Fitch would expect a netco to have higher debt
capacity relative to a retail telecoms business relying on
wholesale network provision, something that management appears to
understand well.

KEY RATING DRIVERS

Solid Operating, Financial Profile: Telenet has a mature and stable
profile, both operationally and in terms of financial performance.
It benefits from a solid in-franchise market share in a
three/four-operator telecoms market, high EBITDA margins relative
to peers and conservative financial leverage at its rating level.
The sector faces macro and inflationary pressures, although these
seem under control. Its public guidance implies a stable EBITDA
margin in 2022 while Fitch assumes a margin squeeze limited to 50bp
in 2023 due to wage indexation, potential energy cost improvements
and efficiencies.

Fitch estimates the netco transaction has the potential to improve
annual (EBITDAaL) margins by about 3.5pp given the management fees
currently paid to Fluvius and elimination of network lease
payments.

Competitive but Stable Market: At present Fitch views Belgium, and
more specifically the Flanders plus Brussels telecoms market, as
mature and stable. Fixed-mobile converge (FMC) is well established.
Fitch regards the market as competitive but with three
network-based operators - Proximus, the incumbent, Telenet and
Orange (currently in the process of acquiring Wallonia-based cable
operator, VOO) - largely competing in a mature rational market.
Infrastructure changes in both fixed and mobile, could result in a
more intensely competitive market, although Fitch sees this as a
more medium- than near-term risk.

New Market Entrant: Romania-based Digi has acquired mobile spectrum
and is expected to enter the market, potentially with a mobile plus
fixed offer. It is not believed to have a national roaming
agreement (NRA) with any of the existing networks, which limits
near-term risks. This may change, as has been seen in other
markets. Fitch believes its strategy is likely to target the value
market, meaning risk to the established FMC operators is somewhat
limited. NRA opportunities and the potential for increased fixed
wholesale access competition could present a more serious risk from
the new entrant over time.

Wholesale Access Competition: Telenet has announced the merger and
spin-off of its network with Fluvius in a netco transaction that
will accelerate the roll-out/overlay of fibre in Flanders. The JV
is targeting 78% fibre coverage and will offer wholesale access.
Meanwhile, Orange Belgium is in the process of acquiring VOO, the
cable network in Wallonia. In Fitch's view, the latter also has
potential to develop fibre coverage in Wallonia and possible
wholesale access to that network (Telenet has so far announced a
memorandum of understanding regarding wholesale access). Both
transactions potentially increase wholesale competition, although
this is more likely only once a tangible level of fibre overlay has
been built.

Changing Infrastructure Model: Telenet has announced two key
network transactions in 2022, signalling a move towards a more
infrastructure-light capital model. The first, the sale of its
mobile tower portfolio generated EUR745 million cash proceeds, with
the sale of passive network assets having no impact on the way
Fitch views the company's operating profile and therefore an
efficient approach to capital allocation and a credit positive.

Netco Transaction: The netco transaction will see Telenet combine
its ownership of a network covering roughly two-thirds of Flanders
with the Fluvius network, covering the remaining third, forming a
fixed network reaching the whole of Flanders and some parts of
Brussels. Telenet has outlined separate capitalisation policies for
the netco/servco, which in Fitch's view suggest the groundwork for
a potential sell-down and deconsolidation of netco. This could in
time enable an efficient third-party funding of netco, supporting
the EUR2 billion of planned fibre capex.

Netco, Servco Treatment: Management has established internal
financial leverage within Telenet's retail operations of 2.8x and
netco leverage of 5x to reflect the different risk profiles of the
two businesses. Under the currently proposed netco ownership, Fitch
rates Telenet on its consolidated metrics. It is possible a
sell-down where ownership remained above 50% could result in some
tightening in leverage thresholds, as Fitch has applied in other
netco transactions. A sell-down to below 50% would lead to the
deconsolidation of the network and a more fundamental review of how
Telenet is rated. In this event the leverage band would be likely
to tangibly tighten, reflecting the loss of a core operating
asset.

Conservative Financial Policy: Telenet has a mature and stable cash
flow and cautious approach to leverage. Management has been
consistent in managing company-defined net debt/EBITDA towards the
mid-point of a 3.5x-4.5x band. Fitch-defined net debt/EBITDA is
expected to plateau at around 4.2x in 2025, as the fibre roll-out
builds. This remains comfortably below the downgrade threshold of
5x. The financial profile envisaged in its rating case could
support a higher rating but the lack of visibility over the
ultimate netco structure currently precludes this.

DERIVATION SUMMARY

Telenet's ratings are driven by its solid operating profile, which
is underpinned by a strong network footprint in Flanders, scaled
operations with strong cash generation and a sustainable
competitive position. This enables Telenet to support a leveraged
balance sheet. The company's targets net debt/EBITDA leverage in
the mid-point of a 3.5x-4.5x range. This is higher than its western
European investment grade telecom peers but more conservative than
similarly rated telecoms peers such as VMED O2 UK Limited
(BB-/Stable) and UPC Holding BV (BB-/Stable). It has a similarly
strong operating profile to that of NOS, S.G.P.S, S.A.(BBB/Stable),
with higher leverage accounting for Telenet's lower rating. Its
revenue visibility and pre-dividend free cash flow margins are
strong across the sector (both investment and sub-investment
grade).

Fitch has tightened the company's downgrade leverage (net
debt/EBITDA) threshold by 0.2x to 5x, reflecting its move to
EBITDA-based metrics. This is in line with the adoption of
tightened thresholds across the sub-investment telecoms portfolio
in EMEA.

KEY ASSUMPTIONS

- Underlying revenue growth of 1% in 2022and 2023 and less than 1%
in 2024-2026; total 2022 and 2023 revenue growth of 2.2% and 4.7%,
respectively, driven by the Caviar acquisition;

- EBITDA margin, before the IFRS16 impact, of 43.7% in 2022 and
43.4% in 2023, affected by the increase in lease costs post mobile
towers disposal and energy and wage costs inflation; from 2024
major impact from cost savings stemming from the netco deal with
Fluvius;

- Capex/sales ratio (excluding spectrum payments and amortisation
of broadcasting rights) gradually increasing from 22% in 2022 to
peak of 35.6% in 2024. Gradually declining to 30.3% in 2026;

- Common dividend payments of EUR300 million per year;

- Share buyback programme of EUR23 million in 2022.

RATING SENSITIVITIES

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

- FFO net leverage falling below 4.5x (about 4.3x Fitch defined
EBITDA net leverage) on a sustained basis. However, positive rating
action is unlikely in the near term given uncertainties surrounding
the ownership structure of the netco.

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

- A weaker operating environment due to increased competition from
either mobile or cable wholesale, or a new market entrant, such as
Digi, leading to a larger-than-expected market share loss and
decrease in EBITDA.

- FFO net leverage consistently above 5.2x (about 5.0x Fitch
defined EBITDA net leverage) and FFO interest coverage trending
below 4.0x (2021: 7.4x); consistent with EBITDA interest cover
below 4.5x.

- A change in financial or dividend policy leading to higher
leverage targets.

LIQUIDITY AND DEBT STRUCTURE

Robust Liquidity: As of end-September 2022, Telenet had a cash
balance of EUR945.6 million, driven by the proceeds of the mobile
tower disposal completed in June 2022. Telenet's liquidity position
is further supported by undrawn revolving credit facilities of
EUR530 million due 2026 and a EUR25 million overdraft facility
maturing in 2023. It has a long-dated debt maturity profile, with
no significant debt maturities until 2028. An unusually high cash
position is in part expected to support the company's EUR2 billion
fibre roll-out plans, the majority of which is planned by 2029.

ISSUER PROFILE

Telenet is a Belgium based telecoms provider with around 60% fixed
line market share in its footprint of Flanders. Telenet also
operates in some communes of Brussels, and provides B2B services in
Luxembourg. In June 2022, Telenet disposed of its mobile tower
infrastructure to DigitalBridge, while in July 2022 Telenet and
Fluvius announced its plans to partner on further network
development in the country. The collaboration is expected to
commence in summer 2023, subject to regulatory approvals. The
company acquired Base, the number three Belgian mobile network
operator in 2016

ESG CONSIDERATIONS

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

   Entity/Debt                Rating         Recovery   Prior
   -----------                ------         --------   -----
Telenet Financing
USD LLC

   senior secured       LT     BB+ Affirmed    RR2        BB+

Telenet Finance
Luxembourg Notes
S.a r.l.

   senior secured       LT     BB+ Affirmed    RR2        BB+

Telenet Group
Holding N.V             LT IDR BB- Affirmed               BB-
                        ST IDR B   Affirmed               B

Telenet International
Finance Sarl

   senior secured       LT     BB+ Affirmed    RR2        BB+



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F I N L A N D
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FROSN-2018: Fitch Corrects Nov. 30 Ratings Release
--------------------------------------------------
This is a correction of a rating action commentary published on 30
November 2022. It corrects the positive rating sensitivity.

Fitch Ratings has downgraded six classes of FROSN-2018 DAC's notes,
as detailed below.

   Entity/Debt                Rating        
   -----------                ------        
FROSN-2018 DAC

   Class A1 XS1800197664   LT AA+sf  Downgrade
   Class A2 XS1800197748   LT AAsf   Downgrade
   Class B XS1800198126    LT AA-sf  Downgrade
   Class C XS1800200476    LT A-sf   Downgrade
   Class D XS1800200559    LT BBB-sf Downgrade
   Class E XS1800201011    LT B+sf   Downgrade
   Class RFN XS1800197235  LT AAAsf  Affirmed

The underlying loan matures in February 2023. Fitch believes the
current performance of the portfolio, weak macroeconomic outlook
and limited appetite for lending against secondary quality illiquid
assets create significant challenges for refinancing. As loan
default remains a possibility in its view, Fitch has considered the
structural protection for the senior notes in this event.
Separately, Fitch has also updated its assumptions to reflect the
persistent vacancy in the portfolio.

TRANSACTION SUMMARY

The transaction financed 87.9% of a EUR577.0 million commercial
real estate loan to entities related to Blackstone Real Estate
Partners advanced by Citibank, N.A., London Branch and Morgan
Stanley Principal Funding, Inc. (the originators), as well as 47.5%
of a EUR13.9 million capital expenditure loan (which has since been
fully drawn). The remaining financing was retained by the
originators as vertical issuer debt. The class RFN notes and
corresponding portion of the vertical risk retention (VRR) loan
finance the liquidity reserve.

The portfolio currently comprises 45 properties (from 63 at closing
in April 2018). All properties are located in Finland and mainly
consist of offices (77% of total market value; MV) and retail (17%
of total MV). 6% consists of storage assets. Following asset
disposals, EUR297.1 million of the senior loan and EUR12.9 million
of the senior capex loan remain outstanding.

The portfolio is let to a diverse array of 418 tenants, paying a
total annual rent of EUR41.1 million. While granular, the top five
tenants account for 27.5% of rent, and include some
government-related entities. A cash trap is in place as the debt
yield (around 9%) is below the trigger of 11%.

KEY RATING DRIVERS

Persistent Vacancy: The portfolio is over 45% vacant and has
remained above 40% since November 2020. Having increased around
10pp during the pandemic, the continued high levels of vacancy are
indicative of weak occupational demand for the properties. As a
result, Fitch has increased its structural vacancy assumptions
across the portfolio and haircut the estimated rental value (ERV)
for highly vacant properties showing little leasing activity over
the past two years. The ERV has also been haircut where achieved
rents are below the valuer's estimate.

Secondary Quality Portfolio: There has been polarisation within the
European office sector following the shift to hybrid working
practices in the aftermath of the pandemic, impairing demand for
properties without strong environmental credentials or flexible
amenities. The underlying portfolio in this transaction has a
weighted average score of 4 in its analysis, reflecting its
secondary quality alongside pockets of material obsolescence risk.

Structural Protection for Senior Notes: The reserve fund of EUR9.14
million provides liquidity protection for the class RFN, A1, A2 and
B notes. In case of a loan event of default, Fitch considers the
reserve fund and five-year tail period as supportive of the high
ratings on the senior notes, as they provide time for an asset
workout while covering scheduled interest payments. Despite the
expiry of hedging at loan maturity, the note EURIBOR excess set at
4.25% limits the potential interest shortfalls on the notes.

Mezzanine Purchase Option: Should the borrower default, the
mezzanine lender holds an option to purchase the senior loan,
exercisable within 15 business days of it being notified of a
purchase event, which survives until the commencement of senior
enforcement action. If this was barely covered by estimated
collateral value, it could deter bidding, and may expose the issuer
to enforcement costs not recovered from the purchase price. Fitch
considers this a risk for the most junior noteholder.

RATING SENSITIVITIES

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

Further reductions in occupational demand, which leads to lower
rents or higher vacancy in the portfolio.

The likely rating impact resulting from the application of a factor
of 1.25x to the rental value declines is as follows (excluding the
RFN):

'AA+sf'/'AAsf'/'AA-sf'/'BBB+sf'/'BB+sf'/'Bsf'

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

Significant improvements in occupancy, which are indicative of
lower levels of structural vacancy.

The likely rating impact resulting from the application of a factor
of 0.8x to the cap rates is as follows (excluding the RFN):

'AAAsf'/'AA+sf'/'AA+sf'/'A+sf'/'A-sf'/'BB+sf'

KEY PROPERTY ASSUMPTIONS (all weighted by market value)

'Bsf' WA cap rate: 6.5%

'Bsf' WA structural vacancy: 30.3%

'Bsf' WA rental value decline: 2.8%

'BBsf' WA cap rate: 6.9%

'BBsf' WA structural vacancy: 34.1%

'BBsf' WA rental value decline: 5.1%

'BBBsf' WA cap rate: 7.5%

'BBBsf' WA structural vacancy: 38.3%

'BBBsf' WA rental value decline: 7.6%

'Asf' WA cap rate: 8.0%

'Asf' WA structural vacancy: 42.5%

'Asf' WA rental value decline: 10.6%

'AAsf' WA cap rate: 8.6%

'AAsf' WA structural vacancy: 45.9%

'AAsf' WA rental value decline: 15.0%

'AAAsf' WA cap rate: 9.2%

'AAAsf' WA structural vacancy: 53.8%

'AAAsf' WA rental value decline: 19.8%

Depreciation: 4.1%

ERV: EUR63.1 million

DATA ADEQUACY

FROSN-2018 DAC

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

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

Prior to the transaction closing, Fitch reviewed the results of a
third party assessment conducted on the asset portfolio information
and concluded that there were no findings that affected the rating
analysis.

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

ESG CONSIDERATIONS

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



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

THYSSENKRUPP AG: Moody's Ups CFR to Ba3 & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service upgraded the long term corporate family
rating of thyssenkrupp AG (tk) to Ba3 from B1. Concurrently,
Moody's upgraded tk's probability of default rating to Ba3-PD from
B1-PD as well as the ratings of the senior unsecured notes issued
by tk to Ba3 from B1. The rating agency also affirmed the non-prime
(NP) rating of the commercial paper issued by tk. The outlook on tk
was changed to stable from positive.

"The upgrade reflects a further strengthening of tk's capital
structure as well as an ongoing structural improvement of its
business profile supported by a successful implementation of
various restructuring and cost efficiency measures. These efforts
enhance the company's resilience to economic cycles", says Martin
Fujerik, Moody's lead analyst for tk. "Although with a weakening
macroeconomic outlook tk's earnings are likely to meaningfully
reduce from the exceptionally strong levels achieved in financial
year ending September 2022 (FY21/22), Moody's do not expect the
company's gross leverage to deteriorate substantially above the
levels commensurate with a Ba3 rating over the next 12-18 months.
In addition, Moody's forecast that even in this more challenging
environment, tk's negative free cash flow (FCF) will meaningfully
reduce further and that the company will continue to operate with
sizeable excess cash.", adds Mr. Fujerik.

RATINGS RATIONALE

The upgrade is primarily supported by the progress that tk has made
in implementation of its cost optimisation efforts. Since the start
of the major restructuring programme announced in October 2019 the
company has reduced its workforce by roughly 10,000 employees,
around 80% of the target, of which around 2,100 in FY21/22. Owing
to this reduction, tk believes to have achieved cumulative savings
of around mid-three digit EUR million by the end FY21/22. The
company has also achieved further operational improvements by
selling or closing unprofitable or less efficient assets, while
relocating production to lower cost countries in some of its
businesses. All these efforts structurally improve tk's
profitability and increase its resilience to economic cycles, which
is a key rating consideration given its sizeable exposure to
volatile steel prices and cyclical end markets, such as
automotive.

Moreover, the company further meaningfully reduced its reported
gross debt from EUR5.4 billion as of the end of September 2021 to
EUR4.0 billion as of the end of September 2022. Concurrently, tk's
pension deficit, which the rating agency views as a debt-like
liability and which constituted almost 60% of the company's
adjusted debt at the end of FY21/22, reduced by over EUR2 billion
during the same period, mainly because of a higher discount rate.
Even though there are still uncertainties about tk's future
operational setup and sustainable capital structure, Moody's does
not expect the company's gross debt to increase over the next 12-18
months, because transformational acquisitions are unlikely before a
return to a sustained positive FCF generation.

The credit metrics that the company achieved in FY21/22 generally
well exceeded the rating agency's expectations for a B1 rating.
Supported by cost optimisation efforts and a good operational
momentum in Materials Services and Steel Europe divisions, tk's
gross debt/EBITDA reduced to 3.2x from 9.0x the year before and its
EBITA margin increased to 5.1% from 1.5% in FY20/21 (all
Moody's-adjusted). Although Moody's expects that the company's
earnings will meaningfully decline in FY22/23 as macroeconomic
outlook weakens, the rating agency does not forecast that tk's
gross leverage will remain elevated substantially above 5.0x for a
prolonged period even without further debt reduction. Furthermore,
sizeable cash balances will serve as a mitigating factor if the
company's gross leverage temporarily exceeds the agency's
expectation for a Ba3 rating in a cyclical downturn.

The upgrade is also supported by Moody's expectation that even in a
more challenging environment tk will be able to reduce its negative
FCF further towards breakeven in FY22/23 from around negative
EUR0.9 billion in FY21/22 and negative EUR1.5 billion in FY20/21
(Moody's-adjusted), benefitting from a release of working capital
the company has accumulated over the past couple of quarters. This
will be despite the likely resumption of common dividends and
despite capital spending remaining well above deprecation levels.

tk's liquidity remains strong, which supports its ratings. Boosted
by around EUR0.8 billion asset sales in the Multi Tracks segment
during FY21/22, tk reported around EUR7.6 billion of cash and cash
equivalents at the end of September 2022, further underpinned by an
access to undrawn revolving facilities totaling around EUR1.5
billion. The company's debt maturity profile is well spread, with
roughly EUR1.1 billion debt maturing in FY22/23, which tk could
repay from excess cash, providing further upside for gross
leverage.

ESG CONSIDERATIONS

Governance considerations are among the primary drivers of this
rating action, because the upgrade was supported by tk's financial
policies that have prioritized leverage reduction over the past
three financial years. tk's exposure to environmental risks is
highly negative, mainly reflecting the high carbon emission
intensity of its steel business. The company's exposure to social
risks is moderately negative.

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

Moody's could further upgrade tk's CFR, if the company continued to
apply conservative financial policies leading to Moody's-adjusted
gross debt/EBITDA below 4.5x on a sustained basis, while
maintaining strong liquidity buffer. The upgrade would also require
further evidence of structural improvement in the company's
profitability towards 5% of Moody's-adjusted EBITA margin and its
ability to return to a sustained positive FCF generation.

Moody's could downgrade the company's CFR, if tk's Moody's-adjusted
gross debt/EBITDA sustainably exceeded 5.0x. The agency would
tolerate higher gross leverage in a cyclical downturn if mitigated
by excess cash. A downgrade could also be triggered by evidence
that tk is unable to (1) sustain operational improvements leading
to its Moody's-adjusted EBITA margin sustainably below 4% across
economic cycles; (2) sustainably reduce its negative FCF; or (3)
maintain its strong liquidity.

LIST OF AFFECTED RATINGS:

Issuer: thyssenkrupp AG

Affirmations:

Commercial Paper, Affirmed NP

Other Short Term, Affirmed (P)NP

Upgrades:

LT Corporate Family Rating, Upgraded to Ba3 from B1

Probability of Default Rating, Upgraded to Ba3-PD from B1-PD

Senior Unsecured Medium-Term Note Program, Upgraded to (P)Ba3 from
(P)B1

Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3 from B1

Outlook Actions:

Outlook, Changed To Stable From Positive

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in Essen, Germany, tk is a diversified industrial
conglomerate operating in almost 50 countries. In FY21/22, the
company generated revenue of around EUR41 billion with workforce of
roughly 96,000 employees at the end of the financial year.



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G R E E C E
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EUROBANK ERGASIAS: Fitch Assigns Tier 2 Notes Final 'B-' LT Rating
------------------------------------------------------------------
Fitch Ratings has assigned Eurobank Ergasias Services and Holdings
S.A.'s (HoldCo) EUR300 million 10NC5 subordinated Tier 2 notes
(ISIN: XS2562543442) a final long-term rating of 'B-' with a
Recovery Rating of 'RR6'. The notes have been issued under the
HoldCo's EUR5 billion euro medium-term note programme and qualify
as Tier 2 regulatory capital.

The rating is in line with the expected rating published on 28
November 2022.

All other issuer and debt ratings are unaffected.

KEY RATING DRIVERS

The notes constitute direct, unsecured, unconditional and
subordinated obligations of the HoldCo.

The rating of the notes is notched off twice from the HoldCo's 'b+'
Viability Rating (VR) for loss severity given their junior ranking.
No notching is applied for incremental non-performance risk because
write-down of the notes will only occur once the point of
non-viability is reached and there is no coupon flexibility before
non-viability. Poor recovery prospects given default are reflected
in the Recovery Rating of 'RR6'.

RATING SENSITIVITIES

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

The notes would be downgraded if the HoldCo's VR is downgraded. The
HoldCo's VR is sensitive to change in the VR of Eurobank S.A., the
group's main operating company and core bank.

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

The notes would be upgraded if the HoldCo's VR is upgraded.

ESG CONSIDERATIONS

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

   Entity/Debt            Rating         Recovery    Prior
   -----------            ------         --------    -----
Eurobank Ergasias
Services and
Holdings S.A.
  
   Subordinated        LT B-  New Rating   RR6     B-(EXP)



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

BLACKROCK EUROPEAN VII: Fitch Affirms 'Bsf' Rating on Class F Notes
-------------------------------------------------------------------
Fitch Ratings has upgraded BlackRock European CLO VII DAC's (BE
VII) class E notes, affirmed the rest of its notes and affirmed all
the notes of BlackRock European CLO IX DAC (BE IX), as detailed
below.

   Entity/Debt             Rating           Prior
   -----------             ------           -----
BlackRock European
CLO IX DAC
  
   A XS2062957910       LT AAAsf Affirmed   AAAsf
   B XS2062958215       LT AAsf  Affirmed    AAsf
   C XS2062958561       LT Asf   Affirmed     Asf
   D XS2062958991       LT BBBsf Affirmed   BBBsf
   E XS2062959379       LT BBsf  Affirmed    BBsf
   F XS2062959452       LT B-sf  Affirmed    B-sf

BlackRock
European CLO
VII DAC
  
   A-R XS2304369247     LT AAAsf Affirmed   AAAsf
   B-1-R XS2304370096   LT AAsf  Affirmed    AAsf
   B-2-R XS2304370682   LT AAsf  Affirmed    AAsf
   C-1-R XS2304371227   LT Asf   Affirmed     Asf
   C-2-R XS2304371904   LT Asf   Affirmed     Asf
   D-R XS2304372548     LT BBBsf Affirmed   BBBsf
   E XS1904675110       LT BB+sf Upgrade     BBsf
   F XS1904675383       LT Bsf   Affirmed     Bsf

TRANSACTION SUMMARY

BlackRock European CLO VII DAC and BlackRock European CLO IX DAC
are cash flow collateralised loan obligations (CLO). The underlying
portfolios of assets mainly consist of leveraged loans and are
managed by BlackRock Investment Management (UK) Limited. The deals
will exit their reinvestment period in July 2023 and June 2024,
respectively.

KEY RATING DRIVERS

Matrix Update (Neutral): The manager has amended the documentation
of each CLO to reflect Fitch's latest weighted average rating
factor (WARF) and recovery rate (WARR) definitions and the updated
matrix. The amended documentation drafts have been reviewed by
Fitch and have been executed. The WARRs in the collateral quality
test were lowered to be in line with the break-even WARR, at which
the current ratings would still pass. Fitch has performed a
stressed portfolio analysis based on the updated matrices and the
model-implied ratings (MIR) are in line with the current ratings,
leading to their affirmation, except for BE VII's class E notes,
which can achieve a higher rating by one notch, leading to their
upgrade.

Stable Asset Performance (Neutral): The transactions' metrics
indicate stable asset performance. The two transactions are passing
all coverage tests, collateral quality tests, and portfolio profile
tests as of latest trustee report. The portfolios are each 0.5%
above par. Exposure to assets with a Fitch-derived rating (FDR) of
'CCC+' and below (excluding non-rated assets) is below the 7.5%
limit, at 4.9% for BE VII and 5.2% for BE IX, as calculated by
Fitch. There are no defaulted assets, as calculated by Fitch.

'B'/'B-' Portfolios (Neutral): Fitch assesses the average credit
quality of the obligors at 'B'/'B-' in both portfolios. Fitch
calculated a WARF of 25 and 25.2, respectively, for BE VII and BE
IX.

High Recovery Expectations (Positive): Senior secured obligations
comprise at least 90% of the portfolio. Fitch views the recovery
prospects for these assets as more favourable than for second-lien,
unsecured and mezzanine assets. Fitch calculated a WARR of 61.9%
and 62.1%, respectively, for BE VII and BE IX.

Diversified Portfolios (Positive): The portfolios are
well-diversified across obligors, countries and industries. The
top- 10 obligor concentration around 11% and 12%, respectively for
BE VII and BE IX, and no obligor represents more than 1.5% of the
portfolio balance in either portfolio.

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 current portfolio would have no impact on all the notes for BE
VII and on the class A, B and C notes for BE IX, and result in
downgrades of up to two notches for the class D, E and 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 default and portfolio deterioration. Due to the
better metrics and shorter life of the current portfolio than the
Fitch-stressed portfolio, BE VII's class D and F notes display a
rating cushion of four notches and class E notes three notches. The
class B notes have a rating cushion of two notches, the class C
notes of one notch and the class A noted no rating cushion. For BE
IX, the class F notes have a rating cushion of three notches, the
class B and D notes two notches, the class C and E notes one notch
and the class A notes no rating cushion.

Should the cushion between the current portfolio and the
Fitch-stressed portfolio be eroded due to 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 of the notes in both transactions.

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 four notches for the
notes in both transactions, except for the 'AAAsf' rated notes.

During the reinvestment period, based on the Fitch-stressed
portfolio upgrades, except for the 'AAAsf' notes, may occur on
better-than-expected portfolio credit quality and a shorter
remaining weighted average life test, meaning the notes are able to
withstand larger-than-expected losses for the transactions'
remaining life. 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 portfolios.

DATA ADEQUACY

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations 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.

HARVEST CLO XIX: Moody's Affirms B2 Rating on EUR12MM Cl. F Notes
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Harvest CLO XIX DAC ("Issuer"):

EUR22,000,000 Class B-1 Senior Secured Floating Rate Notes due
2031, Upgraded to Aa1 (sf); previously on May 24, 2018 Definitive
Rating Assigned Aa2 (sf)

EUR20,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2031,
Upgraded to Aa1 (sf); previously on May 24, 2018 Definitive Rating
Assigned Aa2 (sf)

EUR26,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to A1 (sf); previously on May 24, 2018
Definitive Rating Assigned A2 (sf)

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

EUR248,000,000 Class A Senior Secured Floating Rate Notes due
2031, Affirmed Aaa (sf); previously on May 24, 2018 Definitive
Rating Assigned Aaa (sf)

EUR 22,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Baa2 (sf); previously on May 24, 2018
Definitive Rating Assigned Baa2 (sf)

EUR22,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Ba2 (sf); previously on May 24, 2018
Definitive Rating Assigned Ba2 (sf)

EUR12,000,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed B2 (sf); previously on May 24, 2018
Definitive Rating Assigned B2 (sf)

Harvest CLO XIX DAC, issued in May 2018, is a collateralised loan
obligation (CLO) backed by a portfolio of mostly high-yield senior
secured European loans. The portfolio is managed by Investcorp
Credit Management EU Limited. The transaction's reinvestment period
ended in July 2022.

RATINGS RATIONALE

The rating upgrades on the Class B-1, Class B-2 and Class C Notes
are primarily a result of the benefit of the transaction having
reached the end of the reinvestment period in July 2022.

The affirmations on the Class A, Class D, Class E and Class F Notes
are primarily a result of the expected losses on the notes
remaining consistent with their current rating levels, after taking
into account the CLO's latest portfolio, its relevant structural
features and its actual over-collateralisation ratios.

In light of reinvestment restrictions during the amortisation
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analysed the deal
assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements. In particular, Moody's assumed that
the deal will benefit from a shorter amortisation profile than it
had assumed in the last review in April 2022.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers.

In its base case, Moody's used the following assumptions:

Performing par and principal proceeds balance: EUR396.2m

Defaulted Securities: EUR2.82m

Diversity Score: 60

Weighted Average Rating Factor (WARF): 2966

Weighted Average Life (WAL): 3.94 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.68%

Weighted Average Coupon (WAC): 4.0%

Weighted Average Recovery Rate (WARR): 44.32%

Par haircut in OC tests and interest diversion test:  none

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

Moody's notes that the October 31, 2022 trustee report was
published at the time it was completing its analysis of the October
4, 2022 data. Key portfolio metrics such as WARF, diversity score,
weighted average spread and life, and OC ratios exhibit little or
no change between these dates.

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

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

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

The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change.

Additional uncertainty about performance is due to the following:

Portfolio amortisation: The main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.

Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's
over-collateralisation levels.  Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty.  Moody's analysed
defaulted recoveries assuming the lower of the market price or the
recovery rate to account for potential volatility in market prices.
Recoveries higher than Moody's expectations would have a positive
impact on the notes' ratings.

In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
other Moody's analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.

PALMER SQUARE 2022-2: Fitch Gives BB-sf Final Rating on Cl. E Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Palmer Square European CLO 2022-2 DAC
notes final ratings, as detailed below.

   Entity/Debt             Rating        
   -----------             ------        
Palmer Square European
CLO 2022-2 DAC

   A-1 XS2553198768     LT AAAsf  New Rating
   A-2 XS2555768360     LT AAAsf  New Rating
   B XS2553198925       LT AAsf   New Rating
   C XS2555769335       LT Asf    New Rating
   D XS2553199576       LT BBB-sf New Rating
   E XS2553199733       LT BB-sf  New Rating
   Subordinated Notes
   XS2553199907         LT NRsf   New Rating

TRANSACTION SUMMARY

Palmer Square European CLO 2022-2 DAC is a securitisation of mainly
senior secured obligations (at least 90%) with a component of
senior unsecured, mezzanine, second-lien loans and high-yield
bonds.

Net proceeds from the note issuance have been used to fund a
portfolio with a target size of EUR400 million. The portfolio is
managed by Palmer Square Europe Capital Management LLC. The
collateralised loan obligation (CLO) has a one-year reinvestment
period and a six-year weighted average life (WAL) test.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'. The Fitch weighted
average rating factor (WARF) of the identified portfolio is 23.47.

Strong Recovery Expectation (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favorable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is
63.14%.

Diversified Portfolio (Positive): The transaction includes two
Fitch matrices that differ by the max percentage of fixed rate
assets, namely 10% and 15%, and share the same top 10 obligor
concentration limit at 16%. The transaction also includes various
concentration limits, including 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 a one-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 (Neutral): The WAL used for the transaction's
stressed portfolio and matrices analysis is six years, which is in
line with WAL covenant. While strict reinvestment conditions after
the reinvestment period are envisaged in this transaction,
including the satisfaction of over-collateralisation tests and
Fitch's 'CCC' limit tests, together with a progressively decreasing
WAL covenant, Fitch would not shorten the modelled risk horizon
below six years according to its CLO criteria.

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-1, A-2
and B notes and would lead to downgrades of no more than one notch
for the class C to E notes.

Based on the identified 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 identified portfolio than
the Fitch-stressed portfolio, the class E notes display a rating
cushion of three notches, the class B and D notes two notches and
the class C notes one notch.

Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of up to four
notches for the 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
notes, except for the 'AAAsf' rated notes, which are at the highest
level on Fitch's scale and cannot be upgraded.

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
ability of the notes to withstand larger-than-expected losses for
the remaining life of the transaction. After the end of the
reinvestment period, upgrades may occur in case of stable portfolio
credit quality and deleveraging, leading to higher credit
enhancement and excess spread available to cover for losses in the
remaining portfolio.

PIONEER AIRCRAFT: Fitch Lowers Rating on Class C Notes to CCC
-------------------------------------------------------------
Fitch Ratings has downgraded the ratings on Pioneer Aircraft
Finance Limited (Pioneer) class A, B and C notes. The Rating
Outlook is Stable.

   Entity/Debt             Rating               Prior
   -----------             ------               -----
Pioneer Aircraft
Finance Limited

   Series A 72353PAA4   LT BBB-sf Downgrade     BBBsf
   Series B 72353PAB2   LT Bsf    Downgrade     BBsf
   Series C 72353PAC0   LT CCCsf  Downgrade     Bsf

TRANSACTION SUMMARY

Fitch has downgraded the ratings on Pioneer class A, B and C notes
and assigned a Stable Outlook to classes A and B.

The rating actions reflect current performance, Fitch's cash flow
projections, and its expectation for the structure to withstand
rating-specific stresses. The actions also consider lease terms,
lessee credit, updated aircraft values, and Fitch's assumptions and
stresses, which inform modeled cash flows and coverage levels.

Certain rating assumptions are predicated actual or assumed airline
ratings; assumed ratings are based on a variety of performance
metrics and airline characteristics.

Its recessionary-stress timing was assumed to start immediately.
This scenario stresses airline ratings, asset values and lease
rates, while incurring remarketing and repossession costs and
downtime stressed at each rating.

Goshawk Management (Ireland) Limited (Goshawk, not rated by Fitch)
and certain affiliates and third-parties were the sellers of the
assets, and it acts as servicer for the transaction. Fitch deems
the servicer to be adequate to service ABS based on its experience
as a lessor, overall servicing capabilities and historical ABS
performance to date.

Goshawk is being acquired by SMBC; the expected close is in the
coming weeks. Fitch confirmed in September that this transaction
and the associated amendment to the servicing agreement would not
cause a withdrawal or downgrade in any of the ratings assigned by
Fitch, based on the information provided.

KEY RATING DRIVERS

Airline Lessee Credit: While aircraft ABS transactions have
generally seen improvement in the credit landscape, this
transaction has exposure to lessees operating in regions of the
world with lagging recoveries. The credit profiles of the lessees
in the pool have generally improved, but several continue to
experience deferrals and delinquencies, specifically lessees
located in India and Vietnam. Ratings for publicly rated airlines
in the pool were updated for this review.

Asset Quality and Appraised Pool Value: The pool includes 16 narrow
body (NB) aircraft and one wide body (WB) aircraft, which is
generally viewed positively. The pool consists primarily of last
generation technology aircraft. Demand for 737-800s and A320CEOs,
representing approximately 80% of the pool, is improving,
particularly for younger aircraft in good maintenance condition.
The WB aircraft, a B787-8, is a new-generation technology aircraft
and is more desirable than prior-generation WB models seen in many
aircraft ABS transactions.

Pioneer provided three appraisals as of July and August 2022. For
modeling purposes, Fitch used the lower of mean and median (LMM)
Maintenance Adjusted Base Value (MABV) of the three provided
appraisals, which resulted in a collateral value of $427 million.
Controlling for the sale of one aircraft, depreciation was
approximately 7.5% on an annualized basis, within Fitch's
expectations of 6%-8%.

Fitch ran several sensitivities that resulted in increases or
decreases in modeled cash flows through the life of the transaction
with the aim of gauging the impact of recent movements in the lease
rate environment. These scenarios were considered in the rating
action and outlook.

Lease Rate Volatility: While market participants are starting to
observe a recovery in lease rates, this rebound is most pronounced
for younger, new-technology narrowbody aircraft. Pioneer's WA lease
rate factor (LRF) decreased from both the last modeled review and
from closing, which has resulted in less cash flow available to
service the notes. The pressure on lease rates has been driven by a
combination of re-leases and extensions at lower lease rates as
well as restructuring activity. In addition to the lower
contractual cash flows, the transaction has experienced several
delinquencies, which has further reduced cash collections.

Transaction Performance: Net lease collections have remained
relatively stable throughout 2022. Pioneer collected $52.5 million
in lease payments over the past 12 months, compared to $49.8
million over the prior 12 months. The reported debt service
coverage ratio (DSCR) has averaged 0.44x over the past 12 months.
Since May 2020, the DSCR has been below the cash trap and RAE
triggers of 1.20x and 1.15x, respectively. The monthly reported
utilization of approximately 84% has decreased since the previous
review, but remains above the trigger threshold with one aircraft
sold and two additional aircraft off lease. Despite relatively
consistent cash collections over the past year, the notes have
fallen further behind scheduled balances with class B principal
remaining unpaid since April 2020. Class C notes have not paid
principal or interest since April 2020, and the balance is
negatively amortizing. Lessee payment performance and timely
re-deployment of off lease aircraft remain risks to this
transaction.

Overall Market Recovery: Overall Market Recovery: Major differences
in performance by region have emerged for both international and
domestic markets. As such, a transaction's regional concentration
of lessees can be a meaningful driver of performance. This pool has
a concentration of lessees in APAC which is experiencing on-going
pressure compared to other regions. APAC revenue passenger
kilometers (RPKs) have recovered to only approximately 81% of
pre-pandemic levels. Performance in APAC is dependent on further
easing of travel restrictions in China.

Macro Risks: While the commercial aviation market is recovering,
the industry continues to face multiple unknowns and potential
headwinds including the emergence of new COVID variants with
associated travel restrictions, on-going geopolitical risks,
elevated and volatile oil prices, and rising interest rates, as
well as potential reductions in passenger demand due to
inflationary pressures and recessionary concerns. Such events may
lead to increased lessee delinquencies, lease restructurings,
defaults, and reductions in lease rates and asset values,
particularly for older aircraft, all of which would cause downward
pressure on future cash flows needed to meet debt service
obligations. Fitch considered these risks when estimating
transaction cash flows and establishing rating stresses.

RATING SENSITIVITIES

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

Downgrades are possible if the concentration of grounded aircraft
or lease deferrals result in material cash flows declines,
increased loan to values (LTVs), and impaired credit enhancement.

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

Key drivers of potential upgrades would be strong collections, debt
service coverage ratio above trigger levels and a decline in LTVs
sustained over a period of time, among other factors.

Rating upgrades are limited as Fitch caps aircraft ABS ratings at
'Asf'. This is due to heavy servicer reliance, historical asset and
performance risks and volatility, and its pronounced exposure to
exogenous risks. This was evidenced by the effects of the events of
Sept. 11, 2001, the 2008-2010 credit crisis and the global
pandemic, all impacting demand for air travel. Finally, the risks
that aviation market cyclicality presents to these transactions are
compounded because when lessee default probability is highest,
aircraft values and lease rates are typically depressed.

Fitch also considers jurisdictional concentrations per the
"Structured Finance and Covered Bonds Country Risk Rating
Criteria," which could result in lower rating caps. Hence, senior
class 'Asf' rated notes are capped and there is no potential for
upgrades at this time.

For classes rated below 'Asf', upgrades are also limited given
ongoing pressure on transaction performance and the ongoing
geopolitical risk, which combined will retain negative ABS rating
pressure, especially for transactions that are underperforming
relative to Fitch's COVID recovery expectation.

ESG CONSIDERATIONS

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



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

ATLANTIA SPA: Fitch Affirms EMTN Program's 'BB' IDR, Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has revised the Outlook on holding company Atlantia
S.p.A.'s EUR10 billion euro medium-term note (EMTN) programme and
Aeroporti di Roma S.p.A.'s (AdR) Long-Term Issuer Default Rating
(IDR) to Stable from Negative. The ratings are affirmed at 'BB' for
Atlantia and 'BBB-' for AdR.

RATING RATIONALE

Atlantia

The rating action reflects material group operational
over-performance so far in 2022 versus Fitch's expectations. This
leads to a projected leverage profile within the guidance for the
'BB+' consolidated credit assessment after accounting for the
imminent use of sizeable cash at Atlantia to fund the voluntary
tender offer of its shares (VTO) by Schema Alfa SpA.

The overperformance has created a certain buffer for the rating,
which Fitch believes makes the group credit assessment much more
sustainable for the current rating than previously assumed.

As a result, the rating of Atlantia notes is affirmed at 'BB', one
notch below the 'BB+' consolidated group credit assessment. Fitch
will continue to monitor group developments and further review the
credit upon receiving the new strategic plan from new
shareholders.

AdR

The rating action on AdR mirrors that on Atlantia notes.

The 'BBB-' rating on AdR considers its strong linkages with
Atlantia and the latter's consolidated credit assessment of 'BB+'
given the porous ring-fencing features of AdR's concession
agreement and open access and control. Atlantia has near-full
ownership and operational control of AdR and controls its financial
and dividends policy. The 'BBB-' rating on AdR considers also the
limited insulation of the Rome-based airport from Atlantia,
resulting in the IDR being one notch above Atlantia's 'BB+'
consolidated credit assessment.

AdR's debt has no material ring-fencing features although the
airport's concession agreement provides moderate protection against
material re-leveraging of the asset. The Stable Outlook on the
entity reflects the corresponding Outlook on Atlantia.

KEY RATING DRIVERS

9M22 Results Exceed Expectations: Atlantia's 9M22 results showed a
return of motorway traffic to pre-pandemic levels and strong
airport traffic growth since spring, which boosted EBITDA and cash
flow generation above its expectations. The strong result was also
attributed to the sale of its remaining approx. 15% stake in
Hochtief, as part of Atlantia's strategy of rationalising its
investment portfolio and selling off non-core investments.

Financial Profile: Atlantia now expects 2022 consolidated revenue
and EBITDA to total approximately EUR7 billion and EUR4.4 billion,
respectively. Equally, Atlantia expects net financial debt at
end-2022 of EUR20.5 billion, to which Fitch has added EUR8.2
billion from the soon-to-be-closed VTO and EUR1 billion for hybrid
treatment.

Fitch-adjusted net debt/EBITDA would be around 7x in 2022 and
remain broadly at this level until 2024 under the Fitch rating
case, which is consistent with Atlantia's 'BB+' consolidated credit
assessment.

Fitch will update its projections when a business plan from the new
shareholder is available.

VTO Funding: The VTO will be funded with a mix of cash injection
(EUR4.5 billion) from new shareholders and debt raised by a pool of
financing banks (up to EUR8.2 billion), based on full acceptance
from Atlantia's existing shareholders and EUR12.7 billion total
payment from the purchaser Schema Alfa.

The EUR8.2 billion debt may be repaid via extraordinary
distributions from Atlantia or from a merger involving Schema Alfa
and Atlantia, depleting the sizable cash balance at Atlantia that
has been boosted by the sale of its ASPI majority stake earlier
this year.

Rating Approach: Fitch assesses Atlantia based on its consolidated
credit assessment. This approach considers Atlantia's majority
stakes in other subsidiaries, operational control, as well as
limited restrictions on subsidiaries' debt. The consolidated
approach also considers Atlantia's access to the cash flow
generation of most subsidiaries through control of their dividend
and financial policies and therefore its ability to re-leverage
these assets if needed.

The rating of Atlantia's notes reflects its higher probability of
default in relation to that of its consolidated credit profile, due
to structural subordination. Based on Atlantia's EUR3. 5 billion in
gross debt and expected dividends from subsidiaries, Fitch rates
Atlantia's debt one notch below the consolidated credit assessment.
Fitch believes that Atlantia's robust interest coverage, fairly
good financial flexibility, and liquidity mitigate its high
leverage and the restrictions on access to major subsidiary
Abertis's cash.

For an overview of Atlantia's credit profile, including key rating
drivers, see 'Fitch Revises Atlantia's Rating Watch to Positive',
published on 4 June 2021.

Fitch has maintained its 'Stronger' assessment of Revenue Risk
(Volume) for Atlantia, following the publication of its new
Transportation Infrastructure Rating Criteria.

For an overview of AdR's credit profile, including key rating
drivers, see 'Fitch Revises Aeroporti di Roma's Rating Watch to
Positive' published on 4 June 2021.

Fitch has revised its assessment of revenue risk (Volume) to 'High
Midrange' from 'Midrange' for AdR, following the publication of its
new Transportation Infrastructure Rating Criteria.

RATING SENSITIVITIES

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

Atlantia

- A material increase in Atlantia's debt from its current
expectation, deterioration in Atlantia's liquidity to below the
next 12 months of debt maturities, or a reduction in group
balance-sheet flexibility, could lead to a widening of the notching
on Atlantia's notes rating from the consolidated group credit
assessment

- A sustained move towards large-scale, debt-funded acquisitions
leading to a re-leverage sustainably above 7.5x net debt/EBITDA
under the Fitch rating case. Fitch may re-assess this trigger and
associated debt capacity if the business risk profile or average
concession tenor adversely changes.

ADR

- Negative credit reassessment of Atlantia's consolidated profile,
provided the strength of linkages with the parent remains
unchanged.

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

Atlantia

- Greater visibility on future growth plans, capital structure,
financial policy as well as governance at Abertis combined with
consolidated net debt-to-EBITDA consistently below 6.5x under the
Fitch rating case.

AdR

- Positive reassessment of Atlantia's consolidated credit profile,
provided the strength of linkages with the parent remains
unchanged.

ESG CONSIDERATIONS

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

   Entity/Debt             Rating           Prior
   -----------             ------           -----
Atlantia S.p.A.

   Atlantia S.p.A./
   Debt/2 LT        LT     BB   Affirmed       BB

Aeroporti di
Roma S.p.A          LT IDR BBB- Affirmed     BBB-
                    ST IDR F3   Affirmed       F3

   /Debt/1 LT       LT     BBB- Affirmed     BBB-

SAIPEM SPA: S&P Upgrades ICR to 'BB+', Outlook Stable
-----------------------------------------------------
S&P Global Ratings raised our long-term issuer credit rating on
Italy-based engineering and construction (E&C) company Saipem SpA
to 'BB+' from 'BB'. S&P also raised its issue ratings on the
unsecured debt to 'BB+' from 'BB'.

The stable outlook reflects that S&P anticipates Saipem's ability
to restores its historic track record of disciplined execution and
better profitability and further leverage reduction.

The upgrade follows the closing of Saipem's onshore drilling
division, which accelerated the company's leverage reduction. It
also reflects the current positive momentum in the E&C market, as
supported by a strong backlog. This rating action follows S&P's
upgrade of Saipem earlier this year.

Saipem's focus on increased profitability and debt reductions
measures gradually derisking financial risk profile. After the EUR1
billion costs overrun announcement in January 2022, the company
announced a financing package including short-term liquidity
measures of EUR1.5 billion as a bridge to a EUR2.0 billion capital
increase aimed at addressing the company's short-term liquidity and
balance-sheet robustness. The company also indicated its
willingness to divest its onshore drilling business. So far, the
company has delivered:

-- Cost-cutting initiatives with an expected run rate of more than
EUR300 million by 2024;

-- Capital increase of EUR2 billion from its shareholders; and

-- The divestment of its onshore drilling business to KCA Deutag
for $550 million in cash plus a 10% stake in KCA Deutag.

S&P understands that the company could implement further liquidity
actions, such as monetization of assets--notably, floating
production storage and offloading (FPSOs) and the 10% stake in KCA
Deutag--or the renegotiation of existing contracts, in 2023-2024.

Saipem has captured positive market momentum, improving the
company's backlog and revenue visibility. The company closed Q3
2022 with a backlog of $22.7 billion, and in October secured a
major $4.5 billion gas compression complexes project in Qatar. S&P
said, "We note that the company's backlog remains very high
compared to its peers (Subsea 7 $7.1 billion or Technip Energies
EUR13.5 billion), and provide an excellent visibility to the
company's revenue in 2023 and 2024. With more than EUR10 billion to
be executed in 2023, Saipem will need to secure several additional
contracts to maintain its backlog level, which is likely given its
commercial pipeline is on the rise (up 41% since July 2022), with
mostly offshore opportunities in the Americas and West Africa. We
do not account for a restart of the Mozambique liquefied natural
gas (LNG) project because the security situation remains
challenging in the country, but we will continue monitoring the
situation. For offshore wind projects, execution is back on track,
with overall offshore projects at 80% completion. Given the
company's focus on offshore in the coming quarters, we anticipate
the share of renewables will remain below 5% of the company's
backlog in coming years."

The offshore drilling fleet is about 75% booked for 2023. Awards
this year for about EUR1 billion reflect the improved environment
and a supply-demand situation that is rebalancing after years of
oversupply, which is also increasing day rates and utilization
rates.

Further measures could bring Saipem's financials closer to higher
rated peers' over time. On March 25, 2022, the company confirmed
its financial policy of continuing to reduce leverage and reaching
a zero net cash position by 2025. S&P said, "Under our base case,
we think the company would be able to reach the target (assuming no
material working capital changes starting 2024). As of Sept. 30,
2022, pro forma the cash from the sale of its onshore drilling
unit, the company's net debt position was about EUR426 million
(equivalent to S&P Global Ratings-adjusted debt of about EUR1.7
billion-EUR2.0 billion). We do not expect the company to make
material acquisitions to support the business or distribute
dividends until reaching its financial policy targets. We note that
swings in working capital will have more of an effect than in the
past because as they could change the debt materially."

S&P said, "The stable outlook reflects our anticipation that the
company will continue reducing leverage while restoring its track
record of disciplined execution and better profitability. We think
current energy prices should continue to support a healthy pipeline
for the E&C industry, as well as offshore drilling.

"Under our base-case scenario, we project EBITDA of about EUR750
million-EUR850 million in 2023, translating into positive free
operating cash flow (FOCF) of EUR350 million-EUR400 million
(excluding working capital requirements of about EUR350 million).
We expect the company to maintain adjusted funds from operations
(FFO) to debt of at least 30% in current market conditions,
dropping no lower than 20% during the trough of the cycle."

The outlook also reflects that S&P assumes no changes in support
from owner Eni.

Pressure on the rating is remote over the short term, but it could
materialize if:

-- The current healthy market environment was short-lived and the
industry saw material delays in final investment decisions,
resulting in contracts of about EUR1 billion-EUR2 billion in 2023
or 2024 (for example, if the backlog fell to about EUR15 billion);

-- There were only limited improvement in the cash generation
capability of Saipem's backlog, especially in E&C onshore--in this
case, adjusted FFO to debt could approach 20% (either because of
weak market conditions or very high demand for working capital
needs); or

-- Any large cost overruns on projects led to underperformance and
resulted in negative FOCF.

S&P does not see potential rating upside in the coming six to 12
months, but this could take place in early 2024. In S&P's view, an
upgrade would be subject to the following:

-- Maintaining the current large backlog (about EUR23 billion as
of September 2022) with EBITDA margins above 10%. In S&P's view,
the backlog should reflect a mix of sizable and smaller projects,
energy transition projects, and no over-reliance on specific
jurisdictions;

-- Adjusted FFO to debt of more than 45% during the upper part of
the cycle (with a trough of 30%), as well as generating positive
FOCF (excluding changes in working capital). The thresholds will
likely change as the company reduces its reported net debt; and

-- Further improvement in the company's liquidity position led S&P
to assess it as strong.

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




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

CUPPA BIDCO: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating to Cuppa
Bidco B.V. (parent of Ekaterra), which will produce consolidated
accounts, and to the senior secured EUR2,083 million term loan B
due 2029.

The stable outlook reflects S&P's view that Ekaterra will execute
its growth plan on its separation from Unilever, maintain adequate
liquidity, and gradually reduce debt to EBITDA to around 7.5x by
the end of 2024, on the back of improving profitability and free
cash flows.

CVC Capital Partners acquired Unilever's global tea business
Ekaterra (excluding its operations in India, Indonesia, and Nepal,
as well as the ready-to-drink business) for about EUR4.5 billion on
a cash-free, debt-free basis.

Strong leadership bolsters the group in the fragmented global tea
market. Ekaterra is the market leader in several countries, with
its very well-known international brands such as Lipton, Pukka, T2,
Tazo, and some strong local brands. Ekaterra holds the top position
in terms of value share among global players in the retail tea
market in 55 countries, across both developed and emerging markets,
and is about three times larger than the second-largest global
player. The company also benefits from strong global
diversification and presence in emerging markets (57% of 2021
sales), which have significant growth potential in the branded tea
segment. Ekaterra holds considerable competitive strengths
including its leading brands in black tea, which benefit from
strong awareness and market share. These are complemented by newly
acquired fast-growing and highly differentiated smaller brands in
the fruit and herbal segment, such as Pukka. S&P believes the group
benefits from cost advantaged purchasing, strong research and
development (R&D) capabilities, value chain participation, and a
good e-commerce position.

The tea industry has long-term growth drivers, although Ekaterra
has experienced lower growth compared with the global market. Tea
is the second-most-consumed beverage after bottled water globally
and the underlying consumer trends related to healthy living--such
as hydration and other functional needs, plant-based ingredients,
and sustainable consumption--should boost the long-term growth of
the global tea market. Despite weaker trends in the black tea
segment (which constitutes the bulk of Ekaterra's revenues) in
developed markets, there is still significant premiumization
headroom to drive up prices through the introduction of more
value-added products and tapping into consumers' increased focus on
health and wellbeing, and developing innovative offerings focused
on immunity, hydration, and energy. E-commerce penetration,
increased potential for indulgence and gift-giving offerings, and a
shift to branded tea in emerging markets should also benefit
Ekaterra. However, the business has been underperforming, with
revenues declining between 2018-2021 against a backdrop of rising
global retail tea value.

Ekaterra has weaker product and channel diversity than other large
food and beverage companies. The group's business risk profile is
constrained by a high concentration of activities in one product
category where it generates most of its revenues, with grocery
stores representing about 90% of total sales in 2021. In some
developed markets, Ekaterra has lost out to category specialist tea
players who have more effectively driven premiumization across both
the core black tea and expanding fruit and herbal segments.
Ekaterra intends to revitalize its topline by strengthening its
leadership in mainstream black tea products and accelerating
stronger performing portfolio brands by introducing Pukka and Tazo
to new markets, which experienced year-on-year growth of 18.9% and
17.5%, respectively, in 2021. Ekaterra still remains exposed to
changing consumer preferences away from black tea consumption
toward herbal and specialty tea products, and we believe the group
will need to continually invest in its leading brands and drive
innovation to offset this decline.

Ekaterra is exposed to commodity price and foreign currency risks
but manages them well. Sourcing challenges relating to loose-leaf
tea and local market dynamics in tea-growing countries also greatly
impact the tea price because it is affected by changes in demand
and supply (crop weather, rainfall, arable land, seasonality, and
market conditions within different geographies). These challenges
are mitigated by the group's large global scale, established market
leadership, and good historical track record. S&P said, "We
understand that the group has employed various strategies, for
example changing its blend or origin mix and adjusting prices to
mitigate the impact of changes in the loose-leaf tea price. In
addition, the group is exposed to foreign currency risk as
loose-leaf tea is purchased in U.S. dollars and then sold in local
markets in the local currency. We believe that the geographic
diversification and global scale of its operations will partially
mitigate the currency risks. Given that Ekaterra owns tea estates
in East Africa, we believe that the group has the potential to
benefit from its vertical integration and leverage on R&D to
develop superior farming technologies and products."

According to management, the group is on track to separate from
Unilever by third quarter 2023. The overall separation process
started in late 2021, and management expects the total one-off
spending over the next two-to-three years to be close to EUR324
million. Considering the global presence of Ekaterra and Unilever,
we see risks arising in the process of segregating operational
activities, processes, and information technology (IT) systems. S&P
said, "We expect that these risks will be mitigated to a large
extent by the transitional service agreement (TSA) with Unilever.
Under the TSA, Unilever will lend support to Ekaterra for IT
services and equipment, operations and logistics, supply chain,
marketing, R&D support, and shared financial and workplace travel
services. Ekaterra will be required to make TSA payments to
Unilever until it develops its own infrastructure, systems, and
processes to enable it to function on a stand-alone basis. We also
see some business risks associated with the company's separation
plan linked to the segregation from a global multinational parent
company like Unilever. In our view, the carve-out from Unilever
could result in lower bargaining power versus retailers, owing to
Ekaterra's narrow product offering." The localization of taste,
formats, and marketing is also crucial for Ekaterra to successfully
revitalize the brands and gain market share.

S&P said, "We expect Ekaterra's profitability and cash flows over
2022 and 2023 to be hindered by significant additional costs on
value creation, TSA payments, and separation. We view the TSA
overpay costs that Ekaterra will pay to Unilever as operating costs
and we have included management estimates of them (EUR44 million in
2022 and EUR29 million in 2023) in our EBITDA calculation. In
addition, we expect Ekaterra to incur one-off separation-related
costs (including both operating and capex) of EUR324 million
(EUR129 million in 2022 and EUR195 million in 2023). Given
management's representation to us that the separation costs are
truly one-off and transformational in nature we have not considered
these in our calculation of the EBITDA in our base-case
projections. However, we have included all the spending as cash
outflows in our projections. In addition to these, management
intends to incur additional spending to achieve greater
optimization and cost savings in the business. We have included
these costs and contingencies as part of our base-case projections
corresponding to the expected benefits.

"We expect Ekaterra to report relatively weak cash generation,
burdened by high project capex related to transformation and
separation costs. We forecast that free operating cash flow (FOCF)
will remain weak until 2024 as cash flow figures under our base
case are impacted by significant additional costs and capex on
restructuring, TSA payments, and separation as detailed above. As
well as the additional spending, we anticipate annual capex to be
elevated over the next two years at about EUR56 million in 2022 and
EUR84 million in 2023. FOCF starts to improve in 2024 by more than
EUR100 million, due to a combination of a material reduction in
one-off separation costs and moderation in capex spend, tapering of
the TSA payments, and restructuring costs. Any delays or
complications that may arise in the separation project, such as a
lag in implementation of the separate IT systems, may lead to
continued reliance on Unilever and the need to pay higher TSA costs
than currently anticipated.

"Under our base case, we estimate that Ekaterra's adjusted debt to
EBITDA will peak at around 8.8x in 2023, with further deleveraging
hinging on strong management execution. We forecast Ekaterra's S&P
Global Ratings-adjusted debt to EBITDA to reach 8.7x at the end of
2022 and peak at around 8.8x in 2023 (coinciding with the peak
spending). We expect Ekaterra to reduce debt to EBITDA to around
7.5x only in fiscal 2024 on back of positive free cash flows. Given
limited headroom under the credit metrics, the prospects of
deleveraging depend on strong management execution and will be
driven by the pace of organic revenue growth, increase in EBITDA,
the phasing out of restructuring costs, and the extent of success
in cost-saving initiatives. Total adjusted debt includes the
approximately EUR2.0 billion term loan B, and EUR470 million
second-lien term loan, lease liabilities of about EUR30 million,
and about EUR4.5 million of net pension liabilities and contingent
considerations.

"Our stable outlook indicates that we expect Ekaterra will manage
execution risks associated with its separation from Unilever and
achieve modest revenue growth, while gradually improving its
margins. The outlook also reflects our view that Ekaterra will
comfortably maintain funds from operations (FFO) cash interest
coverage of around 1.5x at all times and following the peak in S&P
Global Ratings-adjusted debt to EBITDA to 8.8x in 2023, the group
should be able to gradually deleverage to around 7.5x by the end of
2024, on the back of moderate profit and free cash flow generation
from 2024. Under our base-case scenario, the high levels of
separation, transformation, and one-off spending should cease by
the end of 2023, after which we anticipate that the group should
generate positive FOCF.

"We could lower the rating if the separation process runs into
difficulties or proves more expensive than currently anticipated,
triggering liquidity pressure (such as FFO cash interest coverage
approaching 1.0x), or if Ekaterra deviates significantly from its
growth and deleveraging plan. Under this scenario, we would likely
observe negative FOCF and the capital structure becoming
unsustainable, mainly because of the significant debt levels, with
limited ability to deleverage.

"Considering the high starting leverage and significant levels of
spending on separation, we see limited prospects of an upgrade. We
would raise the rating if Ekaterra sustainably reduces leverage
after the transaction. Under this scenario, we expect the group to
successfully execute its separation plan and achieve its growth and
cost-saving initiatives, such that the S&P Global Ratings-adjusted
debt to EBITDA is around 7x and FFO cash interest coverage
comfortably above 2x on the back of stronger FOCF. In addition, we
would expect the company to be committed to and to continue an
organic deleveraging trend throughout our forecast period."

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

S&P said, "Governance factors are a moderately negative
consideration in our rating analysis of Ekaterra, as is the case
for most rated entities owned by private-equity sponsors. We
believe the group's highly leveraged financial risk profile points
to corporate decision making that prioritizes the interests of the
controlling owners. This also reflects the generally finite holding
periods and a focus on maximizing shareholder returns."


ST. MAARTEN: Moody's Withdraws 'Ba2' Issuer Ratings
---------------------------------------------------
Moody's Investors Service has withdrawn the Ba2 foreign currency
and local currency issuer ratings of the Government of St. Maarten,
and the negative outlook. Concurrently, St. Maarten's Baa2 local
currency (LC) and Baa3 foreign currency (FC) country ceilings have
been withdrawn.

Withdrawals:

Issuer: St. Maarten

Country Ceiling - Debts (Foreign Currency), Withdrawn, previously
rated Baa3

Country Ceiling - Debts (Local Currency), Withdrawn, previously
rated Baa2

Issuer: St. Maarten, Government of

Issuer Rating (Foreign Currency), Withdrawn, previously rated Ba2

Issuer Rating (Local Currency), Withdrawn, previously rated Ba2

Outlook Actions:

Issuer: St. Maarten

Outlook, Changed To Rating Withdrawn From No Outlook

Issuer: St. Maarten, Government of

Outlook, Changed To Rating Withdrawn From Negative

RATINGS RATIONALE

Moody's has decided to withdraw the ratings for its own business
reasons.



===========
R U S S I A
===========

XALQ BANK: S&P Affirms 'B+/B' Issuer Credit Ratings
---------------------------------------------------
S&P Global Ratings affirmed its 'B+' long-term and 'B' short-term
issuer credit ratings on Xalq Bank. The outlook is stable.

Xalq Bank has been gradually working out its NPLs and aims to reach
a level close to the banking sector average over the next three to
four years. S&P said, "We anticipate that its asset quality will
materially benefit from the management team's efforts to improve
soft collection, work on recovering exposures that had previously
been written off, and improve underwriting standards for the loans
issued since April 2022. By Oct. 1, 2022, Xalq Bank had improved
its share of NPLs to 16.4% of total loans, under local accounting
standards, from 19.7% as of Jan. 1, 2022. To give context, the
banking sector average at the time was 4.7%. The bank plans to
decrease its NPLs to close to 14% by year-end 2022 and to improve
further over the next few years, to closer to sector-average
levels. Given the size of its NPL portfolio, we consider the bank's
target to be very ambitious and appreciate that it might take
longer to achieve than Xalq Bank predicts. We do not exclude the
possibility that Xalq Bank might need to create additional
provisions, on top of already material loan-loss reserves, in the
next few years. However, we expect the macroeconomic environment to
remain supportive. We forecast GDP growth for Uzbekistan of about
5.0%-5.5% over the next two years, combined with supportive trends
in real estate prices."

Xalq Bank plans to actively expand in commercial lending while
maintaining its established business of distributing state pensions
and servicing lending under special government programs. Although
it has devoted significant resources to the NPL recovery program,
the bank retained its position as the sixth-largest bank in
Uzbekistan by total assets (as of Oct. 1, 2022). Xalq Bank's
updated growth plans assume limited growth in corporate lending and
a focus on retail and small and midsize enterprise (SME) lending,
including mortgages and car loans. S&P said, "This should improve
net interest margins to around 6% over the next 12-24 months and
supports our expectation that return on average equity will improve
to around 6% in 2023. In 2021, the bank reported a negative net
result of Uzbekistani sum (UZS) 1.3 trillion (about US$124 million)
after it created massive loan-loss provisions. At the same time, we
note that practically all state-owned banks in Uzbekistan are
aiming to actively grow their commercial lending, rather than
simply focusing on lending under government programs. Although such
a strategy will support margins, eventually, we expect it to
intensify competition in the sector."

The bank's established business in distributing state pensions and
its access to the state pension fund helps to maintain a stable
funding base. As of Oct. 1, 2022, about 46% of the bank's funding
base came from government funding, including government deposits,
funding under state programs, and management of the state pension
fund. The state pension fund alone contributed about UZS5,600
billion to total funding and represented 23% of total liabilities
on Oct. 1, 2022. S&P expects the bank to retain access to this
stable source of funding for the next several years. Xalq Bank has
a widespread branch network and established presence in all regions
of the country, and S&P expects it to continue to play an important
role in managing the state pension fund and distributing state
pensions.

Its role in distributing state pensions also gives Xalq Bank access
to a sizable number of retail customers. The state benefits that
these customers receive contribute significantly to the bank's
sizable retail deposits base, which accounts for an additional 20%
of its total funding. The bank aims to gradually convert clients
who receive pension benefits in cash into cardholders who receive
their pension into an account with Xalq Bank. This will not only
provide it with funding that is essentially free, but also allow it
to optimize operational expenses, by reducing the number of client
visits to branches and staff needed to deal with cash payments.

S&P said, "We expect that capitalization will remain a rating
strength. The RAC ratio is predicted to show a slight decrease to
about 10.2%-10.6% over the next 12-18 months, from 11.1% at the end
of 2021. Xalq Bank's capital will remain under pressure because of
its sizable NPL portfolio, and the potential need to create
additional provisions over 2022-2023. This will be offset by its
improved margins, supported by the gradual growth of new business;
a strong contribution from noninterest income to the net result in
2022; and the bank's efforts to keep operating costs under control,
despite high inflation of above 10%.

"We anticipate that the government will remain committed to
providing additional capital if necessary, supporting strong
capitalization. Xalq Bank has a strong record of government
support, most recently in 2021, when it received a capital
injection of UZS2,797 billion and UZS405 billion of capitalized
dividends. We expect the government to remain supportive and
provide additional capital in case of need. However, since there is
insufficient clarity on the amount and timing of any potential
capital increase, we do not incorporate it into our RAC forecast.

"The stable outlook indicates that we expect Xalq Bank to gradually
restore its asset quality and attract good-quality new business to
help protect its credit profile from further deterioration over the
next year. We anticipate that the management team will make
tangible progress in working out its problem loans and making new
loans that have a better risk-return profile, while maintaining
sufficient capital and liquidity buffers, and a stable and
diversified funding base. In addition, we continue to incorporate
our expectation of government support into our analysis, based on
the support provided in the past, and our understanding that the
government remains committed to providing extraordinary support if
needed.

"We could lower the rating in the next 12 months if, contrary to
our expectations, the bank's capital position deteriorates
significantly, so that its capital adequacy ratio is lower than or
at risk of breaching the regulatory minimum, or our projected RAC
ratio falls below 10%. This could occur, for example, if the bank's
asset quality deteriorates further and it makes additional
loan-loss provisions that are materially higher than we expect. It
could also occur if the government does not provide timely and
sufficient extraordinary support to offset pressure on the bank's
capital position.

"In addition, we could lower the rating if there were a significant
outflow of depositors' and foreign creditors' funds, which would
depress the bank's liquidity and market positions. This could
follow if continuing issues with asset quality weakened client
confidence and it was unable to grow its healthy business, causing
the bank's market share to deteriorate.

"We consider an upgrade to be remote over the next year. We could
consider raising the rating over the next 12-18 months if
management materially reduces NPLs, so that the proportion of NPLs
was closer to the system average; and improved the bank's risk
management, so that the bank maintained its solid capital position,
with our RAC ratio sustainably above 10%."

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




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

FOODCO BONDCO: Moody's Lowers CFR to Caa3 & Alters Outlook to Neg.
------------------------------------------------------------------
Moody's Investors Service has downgraded to Caa3 from Caa2 the
corporate family rating of Foodco Bondco, S.A.U. ("Telepizza" or
"the company"), the parent company of Spanish pizza delivery
operator Food Delivery Brands (formerly known as Telepizza).
Concurrently, Moody's has downgraded to Caa3-PD from Caa2-PD the
company's probability of default rating, and to Caa3 from Caa2 the
rating on the EUR335 million senior secured notes due 2026 issued
by Foodco Bondco, S.A.U. The outlook has been changed to negative
from stable.

The rating action follows the publication of Telepizza's 3Q 2022
results on November 25, 2022 [1], in which the company lowered its
guidance for EBITDA and cash flow generation for 2022 on the back
of the adverse challenging operating environment, with a visible
slowdown already materializing in some of its markets during the
third quarter. As a result, the company revised the amount of unit
openings for 2022, with up to 20 net closures expected for the
year. Telepizza also announced that it had engaged external
advisors to evaluate changes to its business, capital structure and
the strategic alliance with Yum! Brands Inc. (Yum! Brands).

"The downgrade to Caa3 reflects Telepizza's weaker than expected
operating performance and deteriorated liquidity profile. Its
capital structure is unsustainable owing to its very high leverage
and the uncertain pace of recovery in light of the challenging
economic environment," says Michel Bove, a Moody's Associate Vice
President-Analyst and lead analyst for Telepizza.

"Following the company's announcement that it had engaged advisors
to effect changes to its business, capital structure and strategic
alliance with Yum! Brands, the downgrade also reflects the
increased likelihood of default over the next 6 to 12 months as
well as the lower recovery expectations for creditors," adds Mr
Bove.

RATINGS RATIONALE

Telepizza's year to date operating performance has been weaker than
expected by Moody's when the rating agency stabilized the outlook
on the previous Caa2 rating back in June. Despite achieving revenue
growth during the first nine months of the year, in part due to a
recovery from the pandemic lows, the high inflationary environment
and the decline in consumer spending power is affecting demand.

The company expects this deterioration to continue at least through
the first half of 2023. Telepizza's margins have also been affected
due to headwinds stemming from the substantial increase in input
costs, including raw materials, transport, salaries, and energy
prices, with the company experiencing difficulties to effectively
pass through all these costs to its consumers and franchisees.

Following the 2022 guidance reduction, Moody's now expects the
company to report a Moody's-adjusted EBITDA of around EUR50 million
in 2022 and 2023 (compared with EUR61 million in 2021), which will
result in a higher than anticipated leverage ratio of 10.4x in 2022
and 10.7x in 2023.

In Moody's view, the hiring of advisors to review the capital
structure at a time when operating performance and liquidity have
weakened, creates a high probability of a debt restructuring, which
could result in losses for Telepizza's noteholders. Such a debt
restructuring could be considered by Moody's a distressed exchange,
which is a form of default under the rating agency's definition.

The company's decision to also explore changes to its agreement
with Yum! Brands adds uncertainty to the company's future business
profile. In May 2021, Telepizza was able to amend certain terms and
targets of the strategic alliance with Yum! Brands to develop the
Pizza Hut brand, which gave the company more flexibility to adjust
its network of restaurants and modulate its capital spending
programme to preserve liquidity. However, a failure to revise the
agreement with Yum! Brands may result in its termination. The
financial, operating and legal implications of the termination of
this agreement for Telepizza are highly uncertain and create lack
of visibility on the company's operating model, strategy, and
credit metrics beyond 2022.

The Caa3 rating reflects (1) the company's high financial leverage,
with its estimated Moody's-adjusted (gross) debt/EBITDA remaining
at 10.4x as of year-end 2022, which results in an unsustainable
capital structure owing to the weak performance and prospects for
2023 in a high interest rate environment; (2) the intense
competition with other pizza and non-pizza delivery operators and
substitute products, particularly in Spain; (3) its exposure to
foreign-currency fluctuations in Latin America, raw material prices
and cost inflation as well as continued erosion of consumer
purchasing power, which creates the potential for earnings
volatility; and (4) its sustained negative free cash flow (FCF)
generation, which keeps straining liquidity.

Telepizza's credit profile remains supported by (1) its strong
brand awareness and position as the number one competitor in the
pizza delivery market in Spain, Portugal and a number of Latin
American countries; (2) the growth and diversification potential
stemming from its strategic alliance with Yum! Brands; and (3) its
asset-light and vertically integrated business model, which
enhances the resilience of its profit margin.

LIQUIDITY

Telepizza's liquidity has materially deteriorated in 2022 on the
back of the expected decline in earnings and the larger than
expected negative free cash flow. The closure costs related to the
Pizza Hut stores in Spain and the need to relax franchisee
collections, to help them overcome the cash flow tensions stemming
from the drop in profitability, have further strained liquidity.
Current sources of liquidity include the EUR27 million of cash on
balance sheet as of September 2022 and the EUR23 million second
tranche of committed equity from its shareholders.

Nevertheless, sustained negative FCF generation in the range of
EUR30million - EUR45 million per year through 2023, the fully drawn
revolving credit facility (RCF) of EUR45 million due in 2026, the
use of reverse factoring, access to which may be curtailed given
the deterioration in credit quality, and the EUR11 million
semiannual coupon payment in January 2023, will strain liquidity to
a point that it becomes increasingly tight in the next 6 to
12months.

STRUCTURAL CONSIDERATIONS


The Caa3 rating on the EUR335 million 6.25% senior secured notes
due 2026 issued by Foodco Bondco, S.A.U. is in line with the CFR,
reflecting the fact that they represent most of the company's
financial debt. However, the senior secured notes are subordinated
to the EUR45 million super senior RCF due 2025, which is currently
fully drawn. The senior secured notes and the super senior RCF
share the same security package, with the RCF benefitting from
priority claim on enforcement proceeds. The senior secured notes
and the RCF also benefit from guarantees provided by operating
subsidiaries of the group. The security package comprises pledges
over the shares of notes' issuer and guarantors, bank accounts and
intragroup receivables. The EUR40 million bilateral loans due in
November 2025 rank pari passu with the notes.

The Caa3-PD PDR reflects Moody's assumption of a 50% family
recovery rate, in line with the rating agency's standard approach
for capital structures that include both bonds and bank debt.

RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook reflects the increasing likelihood that
Telepizza will pursue a restructuring of its debt given that its
capital structure is unsustainable and Moody's view that that such
restructuring could lead to substantial losses for the company's
financial creditors.

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

An upgrade of Telepizza's ratings is currently unlikely and would
require greater clarity regarding the company's future capital
structure, liquidity position and operating model following the
negotiations with Yum! Brands.

The ratings could be further downgraded if Telepizza pursues a debt
restructuring on distressed terms, such that Moody's estimates of
expected losses for the company's creditors become higher than
those implied by the Caa3 CFR, or fails to make debt-related
payments, including interests, within the applicable time periods.

LIST OF AFFECTED RATINGS

Downgrades:

Issuer: Foodco Bondco, S.A.U.

Probability of Default Rating, Downgraded to Caa3-PD from Caa2-PD

LT Corporate Family Rating, Downgraded to Caa3 from Caa2

Senior Secured Regular Bond/Debenture, Downgraded to Caa3 from
Caa2

Outlook Action:

Issuer: Foodco Bondco, S.A.U.

Outlook, Changed To Negative From Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Restaurants
published in August 2021.

COMPANY PROFILE

Founded in 1987 and headquartered in Madrid, Telepizza is a leading
pizza delivery operator, with operations concentrated mainly in
Spain, Portugal and Latin America. Following its alliance with Yum!
Brands, effective since December 2018, Telepizza has become the
exclusive master franchisee of the Pizza Hut brand in Latin America
(excluding Brazil), the Caribbean, Spain, Portugal and
Switzerland.

As of September 31, 2022, Telepizza had a network of 2,533 stores,
including 1,371 stores under the Telepizza brand and 1,161 stores
under the Pizza Hut brand. For the last twelve-month as of
September 2022, the company reported revenue of EUR421 million and
company-adjusted EBITDA of EUR50 million (both numbers excluding
the effect of IFRS16). Telepizza is majority owned by funds advised
by private equity firm KKR, which hold a 84.3% stake in the
company.



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

CENTRE FOR THE MOVING: Lynn to Bid for Edinburgh Filmhouse
----------------------------------------------------------
Daily Business reports that the Scottish owner of the only
remaining independent cinema in London's West End intends to submit
a bid to plans to buy and reopen the Edinburgh Filmhouse.

The film hub in Lothian Road closed in October along with the
Belmont cinema in Aberdeen after parent company, the Centre for the
Moving Image (CMI), went into administration, Daily Business
recounts.

According to Daily Business, Gregory Lynn, from Dunbar in East
Lothian, has run the Prince Charles Cinema near Leicester Square
for 20 years and is keen to acquire Edinburgh Filmhouse.

He said his bid was "fully costed and fully funded" -- including
plans for extensive renovations after surveys showed it had fallen
into "substantial" disrepair, Daily Business relates.

CMI blamed rising costs and falling audiences for the decision to
close, Daily Business discloses.

Mr. Lynn, as cited by Daily Business, said his bid is "robust,
viable rout" to bring the Filmhouse back to life.

"As an experienced and successful independent cinema operator we
believe we are the best qualified bidders with the funding, plan
and expertise to bring the Filmhouse back to its full glory, with
top notch facilities and a secure future."


CORPORATE SOLUTIONS: Owed GBP6 Million at Time of Administration
----------------------------------------------------------------
Sam Metcalf at TheBusinessDesk.com reports that a rise in fuel and
driver costs and the subsequent loss of contracts led to over 200
jobs being lost when a logistics firm collapsed into administration
in October.

Solihull-based firm Corporate Solutions (Logistics) called in
administrators from FRP Advisory on Oct. 17, but it was too late to
save the firm, TheBusinessDesk.com relates.

Documents seen by TheBusinessDesk.com reveal that the company
suffered from increasing staff and fuel costs, which, along with
the implementation of IR35 rules in April 2021 contributed to a
shortage of drivers.

This, in turn, led to a loss of key contracts with Smurfit Kappa
and others in August 2021, TheBusinessDesk.com states. These
contracts contributed around GBP10 million and GBP1 million profit
a year, TheBusinessDesk.com notes.

Worse was to follow when Corporate Solutions (Logistics) lost its
contract with Aldi following a re-tender process and parts of the
work it carried out for Coca-Cola, TheBusinessDesk.com discloses.

Management struggled to find new contracts or customers to replace
these lost contracts and the company had to rely heavily on its
contract with Lidl, TheBusinessDesk.com recounts.

By August of this year, Corporate Solutions (Logistics) owed HMRC
GBP1.9 million and had defaulted on a Time-To-Pay arrangement,
TheBusinessDesk.com relays.  It was around this time that FRP was
introduced to the company, TheBusinessDesk.com notes.

A buyer was found for the company, but the deal fell through after
it failed to agree terms with the company's key suppliers,
TheBusinessDesk.com discloses.  Corporate Solutions (Logistics)
ceased to trade on Oct. 14, TheBusinessDesk.com notes.

FRP says that primary preferential creditors will share GBP269,000
between them, TheBusinessDesk.com states.  HMRC,
TheBusinessDesk.com says, is owed GBP2.3 million, but FRP says it
won't receive any of the cash it is owed -- neither will unsecured
creditors, who were owed GBP3.7 million.


CROSSFIELD LIVING: Torus Appoints HMS to Complete Linaria Work
--------------------------------------------------------------
Dan Whelan at North West Place reports that the redevelopment of
Burscough FC's former Victoria Park stadium into 52 affordable
homes ground to a halt following the collapse of previous
contractor Crossfield Living.

Torus Developments has now appointed HMS to pick up the Linaria
Fields development where Crossfield left off, North West Place
relates.

According to North West Place, work is due to start this month and,
once complete, the scheme will feature 21 homes available for
affordable rent and 31 available for shared ownership.

Torus said HMS, which is part of the Torus group, will rebuild a
number of homes that were part-complete, in order to remove all
materials that have weakened due to being exposed to the elements,
North West Place notes.

Crossfield Living went into administration earlier this year
prompting Torus to search for a contractor to complete the project,
North West Place recounts.


EAGLE MIDCO: GBP90MM Term Loan Add-on No Impact on Moody's B3 CFR
-----------------------------------------------------------------
Moody's Investors Service says that Eagle MidCo Limited's (Busy
Bees or the company) B3 corporate family rating, B3-PD probability
of default rating and the B3 ratings of the guaranteed first-lien
senior secured term loans B (TLB) (split to EUR532.1 million and
GBP365.9 million tranches) and GBP100 million guaranteed senior
secured first-lien revolving credit facility (RCF) issued by Eagle
Bidco Limited are unaffected by the GBP90 million equivalent add-on
to the existing euro term loan. The outlook on the ratings is
stable.

RATINGS RATIONALE

The transaction is leverage neutral and will improve liquidity with
proceeds from the add-on largely used to repay drawings under the
RCF that stood at GBP83 million as of September 30, 2022. Moody's
adjusted gross debt / EBITDA for the last twelve months to
September 30, 2022, pro forma for the add-on, is around the 7.5x
level.

All facilities are guaranteed by the company's subsidiaries and
benefit from a guarantor coverage of not less than 80% of the
group's consolidated EBITDA. The security package includes a pledge
over shares, bank accounts and intercompany receivables and a
floating charge over all material operating subsidiaries.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS

ESG considerations have a highly negative credit impact (CIS-4) on
the company. This primarily reflects governance risks from the
company's concentrated ownership and its tolerance for high
leverage and debt-funded acquisitions.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation that the company
will maintain good operating performance, deleverage to below 7.5x
over the next 12-18 months, and refrain from large debt-funded
acquisitions and shareholder distributions.

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

Upward ratings pressure could develop if (1) revenue and EBITDA
margins improve on a sustained basis; (2) Moody's adjusted leverage
reduces sustainably toward 6x; and (3) free cash flow (FCF) remains
positive, with adequate liquidity.

Conversely, downward ratings pressure could develop if: (1) Moody's
adjusted leverage remains above 7.5x for a prolonged period; (2)
FCF turns negative; or (3) liquidity weakens significantly.

PRINCIPAL METHODOLOGY

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

PROFILE

Founded in 1983 and headquartered in the UK, Busy Bees is a leading
day nursery and early years education provider for infants and
children under the age of five. The company generated an estimated
GBP600 million of revenues and GBP175 million of Moody's-adjusted
EBITDA in 2021, based on preliminary results. Although the UK still
generates about half of the company's revenue and profits, Busy
Bees benefits from good geographic diversification with operations
in the rest of Europe (Ireland, Italy), Asia (Singapore, Malaysia,
Vietnam), North America (Canada, US), and Australia/New Zealand. As
at December 2021, the group operated a network of around 850
nurseries offering in aggregate about 85,000 places. The company is
63% owned by Ontario Teachers' Pension Plan Board (OTPP, Aa1
stable), 24% by Temasek Holdings (Private) Limited (Aaa stable),
with management holding the remaining 13% of shares.

MARKET HOLDCO 3: Fitch Lowers LongTerm IDR to 'B+', Outlook Stable
------------------------------------------------------------------
Fitch Ratings has downgraded Market Holdco 3 Limited's (Morrisons)
Long-Term Issuer Default Rating (IDR) to 'B+' from 'BB-'. The
Outlook is Stable.

The downgrade reflects higher-than-previously expected leverage,
and lower coverage metrics due to weaker profitability and free
cash flow (FCF) generation, and higher interest costs on
floating-rate debt. Based on its revised forecasts, Fitch expect
leverage will trend towards 'B' category medians only by 2025.

The rating is predicated on deleveraging from profit expansion and
debt prepayment from excess cash flow generation over its forecast
horizon of FY22-FY25 (year-end October). The 'B+' IDR balances a
robust business profile that benefits from vertical integration,
well-invested stores, channel diversification and cash-generation
capabilities with a weakening market position and high leverage.

The Stable Outlook reflects the group's financial flexibility,
supported by ownership of freehold assets and adequate available
liquidity with no near-term debt maturities.

KEY RATING DRIVERS

Slower Deleveraging: Fitch expects Morrisons' EBITDAR leverage to
trend towards 5.7x by FY25, from around 7.5x in FY22. This is
higher than its previous forecast of 4.8x by January 2025, which
was just below the downgrade sensitivity threshold. Fitch's rating
case assumes that the group will apply future excess cash flows and
proceeds from potential material asset disposals to debt repayment
to build leverage headroom under the 'B+' rating.

Lowered Forecasts: Fitch has lowered its EBITDAR forecasts by an
average GBP200 million in FY23-FY25. This captures weaker
performance in FY22, when Morrisons lost market share and was hit
by cost inflation, with adjusted EBITDA at GBP810 million-GBP830
million as guided by management.

Fitch expects its like-for-like (lfl) sales decline to reverse in
FY23 as cost inflation is offset by cost savings, partial
realisation of synergies and manufacturing efficiencies, gradual
improvement in online & wholesale profitability and incremental
contribution from its McColls acquisition. Its forecast
incorporates additional leases from the McColls acquisition and
sale & leaseback (S&L) to shave 20bp off its FY23 EBITDA margin.

Good Profitability: Fitch expects an uplift in EBITDAR margin to
6.4% by FY25 from around 6% in FY20, as its wholesale and online
segments see gradually improved profits on reaching critical scale.
Profit margins are solid for the rating and compare well with
peers. Fitch forecasts lower FFO margin at 1.7% in FY23, due to
lower EBITDA and around GBP100 million higher interest cost.

Buyout Added Leverage: The LBO transaction of Morrisons has led to
high EBITDAR leverage of 7.5x in FY22, which is not consistent with
the rating. It benefited from over one-third of equity
contribution. Fitch treats its preferred equity (GBP1.3 billion) as
equity, on the assumption that this instrument would not lead to
any cash leakage from the restricted group (were it to do so this
could lead us to review the equity treatment). Freehold assets
comprise a higher portion of stores than peers', while ownership of
around GBP9 billion of assets, partly unencumbered, provides some
financial flexibility.

Cash Flow Permits Deleveraging: Fitch expects FFO margin to trend
towards 3% by FY25 as EBITDA grows, and an average FCF margin of
around 1%, which is healthy for the rating. Its forecast captures
around GBP200 million tighter working capital management and around
GBP200 million lower capex, both over the next three years. This
allows some debt repayment of up to GBP400 million via cash sweep
under its forecasts through to FY25.

Market Share Loss: In FY22, Morrisons lost more market share than
its major peers due to larger price increases reflecting cost of
goods inflation, but it has recently taken more action to cater for
value-focused consumers with tightening disposable income.
Morrisons is one of the leading food retailers in the UK with a
good brand and scale. It is overall smaller in aggregate scale and
more food-focused than certain close peers, thus limiting downside
risks on discretionary retail spend in a recessionary environment.

High vertical integration and a shorter supply chain expose the
group to inflationary pressures quicker than peers. Morrisons' own
food manufacturing operations make up around half of fresh food it
sells, and this cost inflation was passed on to consumers,
according to management.

Growth in Wholesale: Fitch expects wholesale revenue to grow on
average around 4% per year in FY23-FY25. Within its forecast Fitch
has retained product sales to McColls in this segment, and expect
growth to come mainly from McColls' store conversions to Morrisons
Daily. Existing conversions have delivered lfl sales growth and
profit from a change in product mix.

The McColls acquisition provides a direct convenience channel with
around 1,000 stores with incremental GBP20 million EBITDA,
pre-energy cost inflation. Morrisons plans to proceed with more
McColls conversions and has announced the closure of 132
unprofitable stores.

Developing Online Offering: Morrisons' online market share,
including sales via Amazon, is now broadly in line with the group's
overall market share. It has the opportunity to entice store
customers who shop online with one of the other large grocers,
following improved geographic coverage. Growing scale, streamlining
of store-pick and logistics processes, as well as increasing use of
capacity at its Erith customer fulfilment centre should support
growth in its online channel's profitability.

DERIVATION SUMMARY

Fitch rates Morrisons using its global Food Retail Navigator
framework. Morrisons' rating is positioned between Bellis Finco plc
(ASDA; BB-/Negative) and WD FF Limited (Iceland; B/Negative).
Morrisons has smaller scale than UK market leader Tesco plc
(BBB-/Stable) and ASDA, lower diversification into non-food and a
still developing online channel. Morrisons is much larger and more
diversified than Iceland. Fitch views Morrisons' and ASDA's
business profiles as comparable. Both Morrisons' and ASDA's
operations are restricted to the UK.

Morrisons has lost market share recently, while ASDA has regained
momentum as the cheapest large grocer as consumers increasingly
look for value. Morrisons has stronger vertical integration than
ASDA, and a better-invested store format with a higher portion of
freehold assets. Both Morrisons and ASDA have recently acquired
direct access into the convenience channel.

Morrisons' EBITDAR margin is trending towards 6.4%, above ASDA's
5.2% (for 2025), but funds from operations (FFO) margin is
similarly trending towards 3% due to higher interest cost for
Morrisons. Morrisons' initial leverage was higher than ASDA's, and
Fitch now expects slower deleveraging for Morrisons towards 6.0x
FFO adjusted leverage by FY25 versus 5.0x for ASDA. In comparison,
Fitch expects Iceland to deleverage to 7.4x by March 2026.
Morrisons benefits from a larger revolving credit facility (RCF),
part of which is drawn following the McColls acquisition, while FFO
fixed charge cover for Morrisons at 2.0x is weaker than ASDA's
2.5x.

Both are cash-generative, enabling deleveraging capacity, which
will also depend on capital-allocation decisions by their financial
sponsors. Morrisons' creditors benefit from mandatory prepayments
from excess FCF.

KEY ASSUMPTIONS

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

- Revenue growth of 1.7% in FY22 followed by around 1% growth in
FY23-FY25

- Retail sales decline of 2.2% in 4QFY22 and growth of 1% in
FY23-FY25, supported by inflation pass- through onto prices, along
with the wider market

- Wholesale revenue growth of nearly 3% in FY22 and FY23, followed
by nearly 5% over FY24-FY25

- Fuel sales growth of around 30% in FY22 and low single-digit
decline in FY23-FY25

- EBITDA of GBP820 million in FY22, in line with management's
guidance on adjusted EBITDA. EBITDA margin to decline 20bp in FY23,
as cost inflation and additional leases from S&L, are partially
offset by cost savings, improvement in online & wholesale
profitability, recovery of lost profits, synergies, and McColl's
EBITDA contribution

- Working-capital inflow (excluding movements in provisions) of
GBP50 million in FY22, driven by partial reversal in 4QFY22.
Inflows of GBP250 million in FY23 and GBP200 million in FY24 from
working-capital initiatives

- Capex at around GBP500 million in FY22, declining to GBP450
million in FY23 and further to GBP400 million in FY24-FY25, of
which GBP30 million p.a. is for McColl stores conversions

- S&L of GBP500 million in FY23, adding GBP44 million lease
expenses p.a., with proceeds used to prepay the debt

- Debt repayment totalling around GBP400 million from cash sweep
(assumed at 65% of FCF) over FY23-FY25

- No dividends or M&A to FY25

KEY RECOVERY RATING ASSUMPTIONS:

Under its bespoke recovery analysis, higher recoveries would be
realised through liquidation in bankruptcy rather than
reorganisation as a going-concern, reflecting Morrisons' high
proportion of freehold-asset ownership.

The liquidation estimate reflects Fitch's view of the value of
balance-sheet assets that can be realised in sale or liquidation
processes with proceeds distributed to creditors. Fitch has used
GBP9.2 billion property valuation from July 2021, along with
balance-sheet values for eligible current assets, to which Fitch
has applied appropriate discounts. Fitch assumes Morrisons'
revolving credit facility (RCF) to be fully drawn in distress and
takes 10% off the enterprise value to account for administrative
claims.

Its waterfall analysis generated a ranked recovery for the senior
secured notes and term loans in the 'RR2' band, indicating a 'BB'
instrument rating, two notches higher than the IDR. The waterfall
analysis output percentage on current metrics and assumptions is
85%. The senior unsecured instrument is rated in the 'RR6' band
with an instrument rating of 'B-', two notches below the IDR with
an output percentage of 0%.

RATING SENSITIVITIES

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

- Recovery in lfl sales growth leading to increasing cash profits
and accumulated cash for debt prepayment, with no adverse changes
to its financial policy

- EBITDAR leverage trending below 5.0x or FFO adjusted gross
leverage trending towards 5.5x, both on a sustained basis

- FFO fixed charge cover or EBITDAR fixed charge cover above 2.0x

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

- Continued lfl decline in sales exceeding other big competitors',
especially if combined with lower profitability leading to neutral
FCF and reduced deleveraging capacity

- Evidence of a more aggressive financial policy, for example, due
to material investments in the wholesale channel; increased
shareholder remuneration; lack of debt repayments; or material
under-performance relative to Fitch's forecasts

- EBITDAR leverage failing to trend towards 6.0x by FY24 and 5.5x
by FY25 or FFO-adjusted gross leverage failing to trend towards
6.5x by FY24 and 6.0x by FY25

- FFO fixed charge cover or EBITDAR fixed charge cover below 1.7x
on a sustained basis

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Fitch views Morrisons' liquidity as adequate,
given reported cash of GBP245 million as at July 2022 with an
GBP640 million available RCF. Fitch expects higher working-capital
requirements at FYE22 before the peak Christmas trading period
somewhat reduces available liquidity. Fitch expects Morrisons to
maintain comfortable liquidity over the rating horizon, supported
by strong operating cash flow, controlled capex and no dividends.

Fitch restricts GBP200 million as minimum cash required for the
business, while its forecasts assume continuation of supply-chain
facilities at similar levels (GBP1 billion).

Long-dated Major Maturities: The group has no material financial
debt maturing before 2027-2028. Remaining rolled-over existing
Morrisons notes amounting to GBP82 million mature in 2026 and 2029.
Fitch assumes around GBP400 million cash sweep repayment in
FY23-FY25, of which GBP100 million is voluntary.

ESG CONSIDERATIONS

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

   Entity/Debt               Rating           Recovery     Prior
   -----------               ------           --------     -----
Market Bidco Limited
  
   senior secured      LT     BB  Downgrade     RR2          BB+

Market Bidco
Finco plc
  
   senior secured      LT     BB  Downgrade     RR2          BB+

Market Holdco
3 Limited              LT IDR B+  Downgrade                  BB-

Market Parent
Finco plc
  
   senior unsecured    LT     B-  Downgrade     RR6          B+

WADE CERAMICS: Goes Into Administration, 140 Jobs Affected
----------------------------------------------------------
Rob Andrews at StokeonTrentLive reports that pottery giant Wade
Ceramics has collapsed into administration.

According to StokeonTrentLive, the bombshell decision is understood
to have resulted in the loss of around 140 jobs at the firm's
Festival Park factory.

The decision has been blamed on the "loss of a major customer" and
the current economic situation, StokeonTrentLive notes.

The administrators were appointed on Friday, Dec. 2 -- the same day
staff were called in to a meeting and axed just 23 days before
Christmas, StokeonTrentLive relates.

BDO LLP Business Restructuring Partners Kerry Bailey and James
Stephen have been appointed joint administrators of Wade Ceramics,
StokeonTrentLive discloses.

"The company is a long-established manufacturer, producing ceramic
bottles for well-known brands in the liquor and spirit industry,"
StokeonTrentLive quotes a spokesman for the administrator as
saying. "Due to the loss of a major customer at the start of the
year, as well as current economic challenges, including rising
energy and supply costs, the directors concluded that the business
was no longer viable in its current form and, regrettably, the
company has ceased to trade.  The joint administrators will now be
taking all necessary steps to maximise returns for the benefit of
all creditors in accordance with our legal duties."

The outlook had appeared bleak for Wade Ceramics in recent weeks
after specialist business media reported the company had twice
filed "notice of intention to appoint administrators".  This action
wards off creditors for a specified period.

But workers had already been contacting StokeonTrentLive to report
perspective buyers eyeing up machinery on the factory floor and
rumours of a big-name pottery firm saving Wade from administration,
StokeonTrentLive relays.  It is understood that any deal collapsed
at the 11th hour, StokeonTrentLive recounts.


WILD BEER: Enters Administration, Investors May Face Losses
-----------------------------------------------------------
Martin Booth at B24/7 reports that after a decade of making beer,
one of the most innovative breweries in the Bristol area has
entered into administration.

Wild Beer has a bar on Gaol Ferry Steps in Wapping Wharf.  A second
bar in Cheltenham closed in 2019.

Based at Westcombe in Somerset, Wild Beer raised GBP1.76 million
from almost 2,000 investors in 2017 with the hope of building a new
brewery, developing their barrel ageing, and growing their bar and
restaurant business.

According to B24/7, investors are now asking what will happen to
their money after the Sunday Times reported that Wild Beer has
collapsed.

"The company instructed administrators after suffering from soaring
costs for, among other things, energy and the carbon dioxide used
in the beer," B24/7 quotes the Sunday Times as saying.

"A spokesman for the administrators, Undebt, said they were hopeful
of interest in acquiring the business given Wild Beer's strong
brand.

"In 2017, Wild Beer raised GBP1.8 million on Crowdcube from more
than 1,900 investors at a GBP25 million valuation, meaning the
average punter invested more than GBP900.  They are now likely to
be wiped out."




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

UZBEKISTAN: S&P Affirms 'BB-/B' Sovereign Credit Ratings
--------------------------------------------------------
On Dec. 2, 2022, S&P Global Ratings affirmed its 'BB-/B' long- and
short-term foreign and local currency sovereign credit ratings on
Uzbekistan. The outlook is stable.

The transfer and convertibility (T&C) assessment is 'BB-'.

Outlook

The stable outlook reflects S&P's expectation that Uzbekistan's
comparatively strong fiscal and external stock positions should
help its economy withstand additional possible negative
macroeconomic spillover effects from the Russia-Ukraine conflict
and weak global growth over the next 12 months.

Downside scenario

S&P could lower the ratings if Uzbekistan's fiscal and external
positions weaken more than it currently expects. This could, for
instance, result from more significant negative fallout from the
Russia-Ukraine conflict for Uzbekistan via the trade and
remittances channel beyond 2022. It could also be the case if
public and financial sector external debt continues to rise at a
fast pace, in contrast to our current expectation of the increase
moderating.

In addition, the ratings could come under pressure if the financial
performance of key state-owned enterprises (SOEs) weakens, leading
to the transfer of contingent liabilities to the government's
balance sheet.

Upside scenario

Although unlikely in the next year, S&P could raise the ratings if
Uzbekistan's economic reforms and increased integration with the
global economy result in stronger economic growth potential and
broader diversification of export receipts and fiscal revenue.

Rationale

Uzbekistan's economy has so far weathered the spillover effects
from the Russia-Ukraine war better than S&P initially anticipated
because of stronger-than-expected remittance inflows and money
transfers from Russia this year. The latter partially reflects the
human capital flight out of Russia, as some Russians have chosen to
relocate and move part of their savings to Uzbekistan. Russia is
Uzbekistan's largest remittance source and trading partner,
accounting for about 20% of Uzbekistan's total imports and 15% of
exports as of August.

At the same time, inflation has accelerated and the government had
to increase social spending to support households, resulting in a
wider-than-budgeted fiscal deficit in 2022. The unusually high
money transfers from Russia are unlikely to be sustained, in our
view. Coupled with continued negative regional effects from the
ongoing war, weak global economic growth and monetary tightening
could pose additional risks to growth and financing conditions for
emerging markets including Uzbekistan from 2023.

S&P said, "Our ratings on Uzbekistan are supported by the economy's
net external creditor position and the government's moderate net
debt burden, although these metrics are on a weakening trajectory.
Uzbekistan's fiscal and external stock positions have historically
benefitted from the policy of transferring some revenue from
commodity sales to the sovereign wealth fund, the Uzbekistan Fund
for Reconstruction and Development (UFRD). In addition, external
borrowing was limited for many years under the previous regime of
Islam Karimov, and only began to rise in recent years. We forecast
net general government debt will amount to 18% of GDP by the end of
2022.

"Our ratings are constrained by Uzbekistan's low economic wealth,
measured by GDP per capita, and low, albeit improving, monetary
policy flexibility. In our view, policy responses are also
difficult to predict, given the highly centralized decision-making
process and less developed accountability and checks and balances
between institutions."

Institutional and economic profile: Downside risks to growth remain
significant

-- S&P projects Uzbekistan's growth at a still-high 5.8% in 2022,
down from 7.4% last year.

-- Economic and governance reforms will continue at a gradual
pace, including plans to partially privatize several SOEs.

-- S&P also believes decision-making will remain centralized and
the perception of corruption high (though on an improving trend).

Uzbekistan's broad-based growth has been bolstered by higher
remittance inflows, exports, and government spending. S&P has
therefore revised its growth estimate for 2022 to 5.8%, from 3.5%
previously.

Real GDP growth reached 5.8% during the first three quarters of
this year. Instead of declining, remittances and transfers rose to
$12.6 billion as of September 2022, more than double last year's.
This is mainly explained by higher inflows from Russia due to
factors that include switching to official transfer channels given
higher restrictions and cost of cash transactions, favorable
currency movements between the Russian ruble and Uzbek sum, and
continued demand for Uzbek workers in Russia. Moreover, Uzbekistan
has benefited from financial and human capital flight from Russia,
which is driving higher consumption and investment into specific
sectors such as information and communication technology. Trade
flows with Russia improved since direct trade between Russia and
several other countries has become more difficult.

S&P said, "That said, we expect Uzbekistan's economic outlook to be
more volatile in the context of the ongoing Russia-Ukraine war,
slowing global growth, and inflationary pressures. The surge in
remittances, capital, and migrant inflows are likely to be
temporary and could reverse from 2023, in our view. We expect
foreign direct investment (FDI) to fall due to lower investment
from Russian companies. A more severe recession in Russia could
also weaken trade and remittances."

Uzbekistan's ongoing investment programs and SOE sector
reforms--including the modernization of operations to support cost
recovery, development of the nascent private sector, and
improvements to the business environment--could help support
growth, somewhat mitigating the headwinds mentioned above. S&P
notes that Uzbekistan's growth in the past five years was heavily
investment-led, with the investment-to-GDP ratio one of the highest
globally at about 40%. The government has borrowed externally to
support projects in the electricity, oil and gas, transportation,
and agricultural sectors. FDI inflows remain relatively low and
concentrated in the extractive industries, particularly natural
gas.

One focus of the government's economic reform agenda is improving
the operations of SOEs and state-owned banks. The IMF estimates
that half of Uzbekistan's recorded economic output comes from SOEs.
The government has an ambitious privatization schedule for 2023
with about 20 government-related entities (GREs) planned for
initial or secondary public offerings, and selling up to 25%
stakes. This includes Uztransgaz, Uzbekneftegaz, Xalq bank, and
Agrobank. In S&P's view, high geopolitical tensions and a weakening
global economic outlook could delay privatizations. For instance, a
memorandum of understanding was signed for the partial sale of
Ipoteka Bank (the fifth-largest in the country) to a Hungarian bank
at year-end 2021, but the sale has been delayed, although
negotiations recently resumed.

Uzbekistan benefits from favorable demographics, given that its
population is young. Almost 90% are at or below working age, which
presents an opportunity for labor-supply-led growth. However, it
will remain challenging for job growth to match demand, in our
view. Weakness in the Russian economy, where most of Uzbekistan's
permanent and seasonal expatriates are employed, could further
exacerbate this issue. Despite improvements in recent years, GDP
per capita remains low, forecast at slightly above $2,000 in 2022.

S&P said, "In our view, Uzbekistan has made strong progress on
economic modernization agenda since 2017, improving the economy's
productive capacity and institutions. Reforms have included a new
privatization law, an increase in transparency regarding economic
data, and the liberalization of trade and foreign exchange regimes.
The government has also passed laws to privatize agricultural and
nonagricultural land, abolished state orders for cotton, and
liberalized wheat prices. We expect that delayed electricity and
gas tariff reforms will resume from next year. Fiscal transparency
has increased with the government bringing most extrabudgetary
spending, such as that channeled from the UFRD, onto the budget.

"However, Uzbekistan's reform momentum is starting from a low base.
We also consider that reform efforts have to some extent slowed due
to the COVID-19 pandemic and the Russia-Ukraine conflict. Overall,
we view Uzbekistan's checks and balances between institutions as
weak, while decision-making is highly centralized under the
president's office, making policy responses difficult to predict.
Recently announced constitutional amendments would allow a
resetting of President Shavkat Mirziyoyev's term, enabling him to
run for a third consecutive term, and would extend the period to
seven years from five. The constitutional changes had also
initially proposed a reduction in the north-western region
Karakalpakstan's autonomy, which led to unrest in July. The
government later announced that changes to its status would be
rescinded."

Following decades of highly centralized rule by former president
Islam Karimov, there was a smooth transfer of power to President
Shavkat Mirziyoyev in 2016, and he won a second term in the October
2021 election. International observers noted a lack of competition
in the election. In S&P's view, significant uncertainty over future
succession remains.

Flexibility and performance profile: A pronounced rise in
government and total external debt in recent years, but S&P expects
their growth rate will moderate

-- S&P expects net general government debt will reach 23% of GDP
by 2025, which it still views as contained in a global comparison.

-- After a temporary dip in 2022, S&P forecasts Uzbekistan's
current account deficits will average nearly 6% of GDP through
2025. These will be funded through a combination of net FDI and
debt.

-- Despite improvements in monetary policy in recent years, S&P
still views the central bank's operational independence as
constrained, while loan dollarization remains elevated at about
46%.

To mitigate the fallout from the Russia-Ukraine war and rising food
and commodity prices, the government has increased social and
infrastructure spending. Authorities introduced higher pension
allowances, tax incentives for importers of food and food price
controls, and financial resources for exporters. S&P expects the
fiscal deficit will reach 4.5% of GDP in 2022, relative to the
budgeted 3%. Thereafter, S&P expects gradual fiscal consolidation
on the back of moderating capital expenditure, better targeted
social spending and energy tariff reforms, along with improvements
in tax collection. As the government works to reduce the gray
economy and improve operations at SOEs, S&P expects the tax base
will gradually increase.

However, risks to our fiscal projections remain, including from
government revenue reliance on the sale of commodities, such as
gold, the prices of which can be volatile. Social spending,
including wages, makes up about 50% of government expenditure and
can be difficult to adjust for political reasons.

S&P said, "We estimate that gross government debt will reach 37% of
GDP at end-2022. Given declining fiscal deficits, we project that
debt will stabilize through 2025. In our estimate of general
government debt, we include external debt of SOEs guaranteed by the
government, due to the ongoing support the government provides to
them." The government recently began setting yearly limits on
external loan agreements. The limit for 2022 is $4.5 billion.

The government's debt is almost all external and denominated in
foreign currency, making it susceptible to exchange rate movements.
Besides the outstanding Eurobonds ($2.6 billion) and local currency
debt (close to $500 million), the remaining portion is to official
creditors, split about equally between bilateral and multilateral
lenders. Because of the high proportion of official lenders, the
interest burden remains low. S&P forecasts government interest
payments at just under 2% of revenue on average over 2022-2025.

Uzbekistan crossed into a net debtor position in 2019, although at
a level that remains contained relative to that of peers. S&P said,
"We expect net general government debt will increase to 23% of GDP
by 2025. The government's liquid assets, estimated at 17% of GDP,
are mostly kept at the UFRD. Founded in 2006, and initially funded
with capital injections from the government, the UFRD receives
revenue from gold, copper, and gas sales above certain cutoff
prices. We include only the external portion of UFRD assets in our
estimate of the government's net asset position because we view the
domestic portion, which consists of loans to SOEs and capital
injections to banks, as largely illiquid and unlikely to be
available for debt-servicing if needed."

Uzbekistan's exports remain reliant on commodities (comprising
nearly half of goods exports). Higher global commodity prices and
gold sales helped exports increase by 35% during the first half of
2022. However, S&P expects gold prices to decline over our forecast
period to $1,700 per ounce (/oz) in 2022, $1,600/oz in 2023, and
$1,400/oz from 2024. Increasing copper prices, on the other hand,
should support exports over the forecast period. Meanwhile, natural
gas exports will decline further as the expanding economy's
domestic needs for gas and electricity increase.

Remittances are also an important component of Uzbekistan's current
account, given the large number of citizens working abroad,
particularly in Russia. We expect remittance inflows will make up
around one-third of current account receipts in 2022, and reduce
the current account deficit to about 2% of GDP, from 7% of GDP in
2021. We forecast current account deficits of close to 6% of GDP on
average over the next three years, partly fueled by imports of
capital and high-tech goods. The deficits will be funded through a
combination of net FDI and debt flows.

Uzbekistan remains in a net external creditor position vis-à-vis
the rest of the world estimated at 15% of GDP in 2022. However, the
country's gross external debt has been rising at a fast pace in
recent years, particularly within the public and financial sectors.
S&P said, "In our view, this increase primarily reflects the
opening of the economy and its significant investment and
development needs. We note that a large proportion of the rise is
attributed to official rather than commercial creditors--both for
the public as well as banking sectors. Nevertheless, we consider
that, if this continues, sustained growth in external leverage
could present risks, particularly if some of the related
debt-funded projects fare worse than expected. Our current external
forecasts are based on the expectation of a pronounced moderation
in the pace of foreign debt accumulation over the forecast
horizon."

S&P said, "We estimate that Uzbekistan's usable foreign exchange
reserves will decline through 2025 mainly due to falling prices of
gold. The Central Bank of Uzbekistan's (CBU) holdings of monetary
gold comprise nearly 80% of total usable reserves. The CBU is the
sole purchaser of gold mined in Uzbekistan. It purchases the gold
with local currency, then sells U.S. dollars in the local market to
offset the effect of its intervention on the Uzbekistani sum. We
exclude UFRD assets in the CBU's reserve assets because we consider
them as fiscal assets. Our view is supported by the budgetary use
of external UFRD assets in the domestic economy over the past four
years, with this portion declining to an estimated $8.4 billion at
end-June 2022 (11 % of GDP) from about $12.3 billion in 2017 (20%
of GDP)."

Uzbekistan's monetary policy effectiveness has been on an improving
trend in recent years. One of the most significant reforms in that
regard was the liberalization of the exchange rate regime in
September 2017 to a managed float from a crawling peg, which was
heavily overvalued compared with the parallel-market rate. The CBU
intervenes in the foreign exchange market intermittently to smooth
volatility and mitigate the increase in local currency from its
large gold purchases.

The CBU is moving toward inflation targeting, with an official aim
to reach 5% inflation by 2024. S&P said, "We currently do not view
this as achievable, particularly amid global price pressures.
Higher imported inflation this year will likely increase the
average annual rate to 12.5% from 10.9% in 2021. Growth in public
sector wages and the liberalization of regulated prices could also
add to inflationary pressure over the forecast period. The CBU
reduced the policy rate in June and July to 15%, after raising it
by 300 basis points to 17% in March, given stabilization in the
macro conditions and exchange rate. We forecast gradual currency
depreciation of 3%-4% annually through 2025."

S&P said, "We consider that Uzbekistan's monetary policy
flexibility remains constrained by the lack of perceived
operational independence of the CBU. In our view, the large
footprint of state-owned banks in the sector, at above 80% of total
assets, and preferential government lending programs reduce the
effectiveness of the monetary transmission mechanism. Domestic
dollarization also remains high at about 46% of resident loans and
37% of deposits as of September, although it has been declining.
The large drop in dollarization at year-end 2019 was due to the
transfer of $4 billion in U.S.-dollar-denominated loans to the
UFRD's balance sheet from banks. The UFRD-funded loans had been
lent via banks to SOEs. In addition, to improve capitalization in
the system, the UFRD granted about $1.5 billion in loans to banks
to convert into local currency and retain as equity. We expect
local currency deposit growth will outpace that in foreign currency
because of interest rate variances and differences in the reserve
requirement for banks.

"We also note that Uzbek companies and banks could be subject to
the risk of secondary sanctions due to the high level of trade with
Russia. We understand that one private company,
Promcomplektlogistic, reportedly breached Russian sanctions,
leading to secondary sanctions being imposed by the U.S. However,
the CBU is taking additional measures to strengthen compliance and
controls within the banking sector.

"We expect that Uzbekistan's banking sector will continue to show
resilience over the next two years. We anticipate that credit
growth will moderate to 15%-18% over 2022-2023 from about 30% in
2020 due to more stringent regulatory requirements and increased
uncertainty. We consider that economic recovery and low penetration
of retail lending in Uzbekistan (with household debt to GDP at
below 10% in 2021, among the lowest in the peer group) will remain
among the key factors contributing to lending demand growth in the
next few years. We believe that credit costs will remain elevated,
at about 2% in 2022 from 2.1% in 2021. We also expect that
nonperforming loans will remain high at 4%-6% in 2022-2023. The
funding profiles of Uzbekistani banks are largely stable, supported
by funding from the state and growth in corporate and retail
deposits, but access to long-term funding remains scarce. While the
recent withdrawal of Turkiston Bank's license suggests a cleaning
up of weaker institutions, it also underpins our view of a less
predictable and transparent approach to regulatory actions."

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the methodology
applicable. At the onset of the committee, the chair confirmed that
the information provided to the Rating Committee by the primary
analyst had been distributed in a timely manner and was sufficient
for Committee members to make an informed decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.

The chair ensured every voting member was given the opportunity to
articulate his/her opinion. The chair or designee reviewed the
draft report to ensure consistency with the Committee decision. The
views and the decision of the rating committee are summarized in
the above rationale and outlook. The weighting of all rating
factors is described in the methodology used in this rating
action.

  Ratings List

  RATINGS AFFIRMED

  UZBEKISTAN

   Sovereign Credit Rating                B-/Stable/B

   Transfer & Convertibility Assessment   BB-

   Senior Unsecured                       BB-



                           *********


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

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Editors.

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