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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

          Wednesday, December 7, 2022, Vol. 23, No. 238

                           Headlines



F R A N C E

BABILOU FAMILY: S&P Affirms 'B-' Long-Term ICR, Outlook Positive
FINANCIERE LABEYRIE: Moody's Lowers CFR & Secured Term Loan to B3
IDEMIA FRANCE: S&P Raises LT ICR to 'B' on Improved Credit Metrics
WISTERIA SAS: S&P Assigns Preliminary 'B' LT ICR, Outlook Stable


I R E L A N D

HENLEY CLO IX: Fitch Puts Final Bsf Rating on Class F Notes
HENLEY CLO IX: Moody's Assigns B3 Rating to EUR2.4MM Cl. F Notes
OAK HILL III: Moody's Affirms B3 Rating on EUR12MM Cl. F-R Notes
SADEREA LIMITED: Moody's Cuts Rating on Senior Secured Bonds to Ca


I T A L Y

BORMIOLI PHARMA: S&P Downgrades ICR to 'B-' on Refinancing Risks
CASTOR SPA: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
CENTURION BIDCO: Moody's Affirms 'B2' CFR, Alters Outlook to Neg.
ISAB LUKOIL: Washington's Reassurance May Pave Way for Financing


N E T H E R L A N D S

ESDEC SOLAR: Moody's Confirms B3 CFR & Alters Outlook to Positive


R U S S I A

OTKRITIE: Central Bank Set to Finalize VTB Sale Deal by Year-End


S P A I N

CAIXABANK PYMES 8: Moody's Ups Rating on EUR292.5MM B Notes to Ba1


S W E D E N

INTRUM AB: Fitch Affirms 'BB' IDR, Alters Outlook to Neg.


U N I T E D   K I N G D O M

BULB ENERGY: Centrica Encouraged to Make Offer, Emails Reveal
CD&R FIREFLY: Moody's Affirms 'B2' CFR & Alters Outlook to Stable
CINEWORLD GROUP: Intends to Emerge from Ch.11 Bankruptcy Intact
CO-OPERATIVE BANK: Moody's Raises Long Term Deposit Rating to Ba1
ELITE SPORTS: Newport County Shop Closed Following Administration

GFG ALLIANCE: Gupta May Lose Control of Steel Plants in Belgium
TULLOW OIL: Moody's Cuts CFR to Caa1 & Alters Outlook to Negative

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F R A N C E
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BABILOU FAMILY: S&P Affirms 'B-' Long-Term ICR, Outlook Positive
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S&P Global Ratings affirmed its 'B-' long-term issuer credit and
issue rating on Babilou Family SAS and its EUR797 million term loan
B (TLB), respectively.

The positive outlook reflects S&P's view that the company will
continue to increase its revenue and EBITDA such that it generates
FOCF after lease payments of about EUR10 million in 2022 and EUR20
million in 2023, following negative EUR6 million in 2021.

Babilou Family SAS is issuing a EUR110 million add-on for its
EUR687 million term loan B (TLB) to finance bolt-on mergers and
acquisitions (M&A) and repay revolving credit facility (RCF)
drawings of EUR57 million made in 2022.

The tuck-in M&As and the proposed financing remain in line with our
expectations. The EUR110 million add-on on Babilou's EUR687 million
TLB will finance the acquisitions of seven sites in Luxembourg and
eight in Singapore for an average EBITDA multiple of 6.5x.
Furthermore, it plans to repay the EUR57 million of drawings on its
RCF in 2022 to finance the acquisitions of 23 sites in France and
one in each of Belgium and Switzerland. S&P said, "We view these
tuck-in acquisitions as prudent, as the company has a strong track
record of incorporating small bolt-on acquisitions, limiting
execution risk. As a result, we forecast that the S&P Global
Ratings-adjusted leverage ratio will remain in the higher end of
the 5.5x-6.0x range over the forecast period, in line with our
expectations."

Babilou's business model remained resilient even with high
inflation. The company generates close to 90% of its revenue in
subsidies countries, where governments demonstrated a strong
support to childcare operators to offset inflation's effects. In
France, where Babilou generates about 40% of its revenue, the total
subsidies paid to childcare operators has increased 5% and other
governments such as Singapore and Luxembourg followed a similar
path. The company also passed through the inflationary costs to
customers in the business-to-business (B2B) and nonsubsidized
business-to-customer operations without any major impact on its
occupancy rate. As a result, S&P now expects Babilou's revenue to
reach about EUR775 million on the existing perimeter, compared with
EUR705 million in 2021.

Enhanced scale and stronger geographic diversity will support free
operating cash flow (FOCF). In 2022, Babilou opened 58 centers
through greenfield expansion, the majority of which were in Germany
(30%), France (20%), and the United Arab Emirates (UAE; 17%). The
rest are evenly spread among other regions in which the company
operates. S&P said, "We view positively Babilou's geographic
expansion, because we believe it will help the company face local
challenges such as staff shortages in Germany and the Netherlands
and exposure to the economic cycle in non-subsidized markets like
the UAE and the U.S. We also believe Babilou's expansion in
countries where childcare services are more cash-generative, such
as Luxembourg and Singapore, and its gained efficiency through
scale will translate into positive FOCF after leases of about EUR10
million in 2022 and about EUR20 million in 2023, from negative EUR6
million in 2021. This is despite a higher cash interest burden of
about EUR40 million and high growth capital expenditure (capex) of
about EUR20 million each year. Our projections do not include large
debt-funded M&A that could increase leverage materially and hamper
FOCF.

"The positive outlook on Babilou reflects a one-in-three chance
that we could raise the rating in the next 12 months if the company
continues to increase revenue and EBITDA, both organically and
through greenfield expansion, and integrates its past acquisitions.
This would allow Babilou to generate positive FOCF after lease
payments and restructuring or exceptional costs of about EUR10
million in 2022 and EUR20 million in 2023, after negative EUR6
million in 2021. This corresponds to FOCF after lease payments and
before expansion capex of about EUR25 million in 2022 and EUR35
million-EUR40 million in 2023. We also anticipate that the company
will maintain adjusted debt to EBITDA within the 5.5x-6.0x range in
both 2022 and 2023, compared with about 7.0x in 2021, because of
subsequent tuck-in M&As."

S&P could revise the outlook to stable in the next 12 months if:

-- Babilou's cash flow fell short of S&P's expectations. This
could occur, for example, if inflation exceeded the company's
ability to pass on cost increases to customers, or the company
incurred material restructuring or other exceptional expense
related to acquisitions; or

-- Management pursued a more aggressive financial policy,
including, for example, debt-funded acquisitions that resulted in
persistently very high leverage, stressing S&P's forecast base-case
credit metrics.

S&P could raise its ratings on Babilou in the next 12 months if it
saw a sufficient track record of:

-- The company meeting its operational targets, such that it
generates FOCF after lease payments and restructuring or
exceptional costs of EUR15 million or more in 2023, corresponding
to FOCF after lease payments and before expansion capex of EUR30
million or higher; and

-- The owners balancing debt and equity as sources of acquisition
funding to maintain adjusted leverage in line with S&s base-case
expectations.

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

S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of Babilou, as it is
with most rated entities owned by private-equity sponsors. We think
the company's highly leveraged financial risk profile suggests a
strategy that prioritizes the controlling owners' interests. This
also reflects private-equity sponsors' generally finite holding
periods and focus on maximizing shareholder returns."

Environmental and social factors have an overall neutral influence.
Babilou's EBITDA declined only marginally during the pandemic, for
example, with minimal impact on cash flow and leverage. The company
is present in Western Europe, where nurseries were largely
considered essential and remained mostly open during the pandemic.
Furthermore, a large part of its earnings stems from long-term
contracts with companies, which resulted in continuous payments
during the pandemic. Lastly, it operates in highly subsidized
countries; states continued to pay subsidies during the pandemic.


FINANCIERE LABEYRIE: Moody's Lowers CFR & Secured Term Loan to B3
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Moody's Investors Service has downgraded to B3 from B2 the
corporate family rating and to B3-PD from B2-PD the probability of
default rating of Financiere Labeyrie Fine Foods SAS, a French
leading manufacturer of smoked fish, prawns, appetizers and foie
gras. Concurrently, Moody's has downgraded to B3 from B2 the
ratings on the EUR455 million senior secured term loan B (TLB) due
July 2026 and the EUR65 million senior secured revolving credit
facility (RCF) also due in July 2026 both borrowed by Financiere
Labeyrie Fine Foods SAS. The outlook on the ratings remains
stable.

"The downgrade to B3 reflects weaker than expected operating
performance and Moody's expectations that deteriorating
macroeconomic environment and weakening consumer sentiment will
challenge a rapid recovery in profitability resulting in prolonged
deterioration in credit metrics," says Valentino Balletta, a
Moody's Analyst and lead analyst for Labeyrie.

"The downgrade also reflects Moody's expectations of substantial
negative free cash flow generation in FYE June 2023 that will
result in additional debt and strain liquidity" added Valentino
Balletta.

RATINGS RATIONALE

The rating downgrades reflect Moody's expectation that the
company's debt/EBITDA (on a Moody's adjusted basis) will remain
above 8.0x in FYE June 2023 (FY 2023), with only modest prospect
for EBITDA recovery over the next 12-18 months, while substantial
negative free cash flow generation of around EUR40-EUR50 million
will result in additional debt levels and will strain liquidity,
reducing covenant headroom.

Over the last year, Labeyrie has faced significant operational
issues, including strikes and avian flu episodes in France, and
inflationary cost pressure across its main raw materials (fishes),
as well as energy, transportation, packaging and labour costs.
While some of these headwinds have recently moderated, input costs
remain elevated, general macroeconomic conditions have deteriorated
and potential wage inflation next year might challenge the company
to improve its profitability back to historic levels.

Although the company is normally able to pass on cost increases to
its customers, albeit with a time lag, higher prices and the
general sustained inflation might result in volumes pressure as
consumers move away from more premium product offering.

During FYE June 2022, Labeyrie revenue declined by 2.8% compared to
the prior year, mostly driven by higher than expected volume
decline, down by 7.1%, only partially offset by the 4.3% price
increases put in place to mitigate higher costs. The volume decline
was mainly driven by some operational issues faced by the company
during the year, including strikes and avian flu episodes, that
prevented the company to fulfil some orders and deliveries over the
important festive season. Volume pressure was also due by trading
down by more cautious consumers, which resulted in negative price
and product mix as demand for premium and high margin products is
reducing at a higher pace than for other products.

As a result, the company Moody's adjusted EBITDA declined to
EUR65.4 million in FYE June 2022, well below the EUR92.8 million
reported in the year-earlier period, with Moody's-adjusted
debt/EBITDA, increasing to 7.8x, above the maximum level of 6.5x
tolerated by the previous B2 rating.

Pressure on volume and profit continued in the first three months
of FY 2023 and Moody's expects demand during the important
Christmas season, which generally represent between 55% and 60% of
the company's yearly EBITDA, to remain soft. The company's high
business and working capital seasonality exposes it to execution
risk during the festive season. This is despite Moody's recognising
that some of Labeyrie products benefit from a degree of resilience
during Christmas as consumers still want to celebrate during the
period.

In light of the deteriorating macroeconomic environment Moody's
expects the company's credit metrics to remain weak over the next
12 to 18 months, with leverage declining towards 7.5x only in FYE
June 2024. Moody's also notes that high business and working
capital seasonality cause leverage to increase towards the end of
calendar year due to drawings on the RCF and factoring line, with
leverage after the Christmas season being roughly 1x higher than
leverage at June.

Labeyrie's B3 CFR continues to be supported by the company's
leading position across a number of product categories; strong
portfolio of well-recognised branded and private-label products;
relatively good track record in managing business risks, for
example, those related to sanitary issues.

However, Labeyrie's CFR is constrained by the company's relatively
low operating margin compared to other food manufacturers; its high
earnings seasonality, with the Christmas season generating roughly
a third of its annual sales, which leads to significant seasonal
working capital needs; its exposure to commodity price volatility,
which the group is partially able to pass through mainly to some
French customers albeit with a time lag; high customer
concentration; and tightening liquidity.

LIQUIDITY

Labeyrie's liquidity profile is weakening in light of lower than
expected operating performance and negative FCF generation,
although Moody's expects the company will maintain adequate
liquidity over the next twelve months. The rating agency
anticipates negative cash flow in FY 2023 to be around EUR40- EUR50
million, driven by continues weak operating performance and a
significant working capital outflow driven by higher inventory
costs and the need to rebuild duck inventories following the avian
flu outbreak experienced in the previous fiscal year.

Prolonged deterioration in profitability and higher interest
expenses, as only 50% of the TLB is hedged at a cap of 1.4% Euribor
until June 2024, will also depress cash generation with Moody's
projecting free cash flow to remain marginally negative also beyond
FY 2023.

Failure to improve profitability might result in further pressure
on liquidity, especially considering the strong seasonal working
capital needs during the year. The company has access to a
committed EUR65 million senior secured revolving credit facility
due 2026, which is expected to be partially drawn in the coming
years, and a EUR80 million committed factoring line contractually
available between August and January to service intra-year strong
seasonal working capital swings.

The RCF contains one springing covenant, which is tested when the
RCF is drawn by more than 40%, with a maximum net senior secured
leverage covenant of 8.0x, against which Moody's expects the
company to maintain >20% headroom. There are no meaningful debt
maturities until 2026, when the TLB and the RCF mature.

STRUCTURAL CONSIDERATIONS

The B3 ratings on the EUR455 million senior secured term loan B and
the EUR65 million senior secured revolving credit facility reflect
the fact that the two instruments are part of the same facility,
rank pari passu and benefit from the same guarantee and security
package.

Moody's assumed a 50% family recovery rate, as it is standard for
capital structures that include first lien bank debt with a
springing covenant only.

Outside of Labeyrie's restricted group there are EUR163 million
pay-in-kind (PIK) loan borrowed by Lilas France SAS (Lilas), the
parent of Financiere Labeyrie Fine Foods SAS, and maturing in
December 2026. While Moody's does not include this instrument in
its assessment of Labeyrie's credit metrics, it represents an
overhang for Labeyrie since the shareholder may decide to refinance
it within the restricted group once sufficient financial
flexibility develops.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectations that Labeyrie's
operating performance will gradually improve allowing it to reduce
its debt-to-EBITDA leverage towards 7.5x (on a Moody's adjusted
basis) over the next 12-18 months, although this improvement is
highly dependent on the company's ability to pass higher prices
without negatively impacting volumes. The stable outlook also
reflects Moody's expectation that the company will maintain
adequate liquidity, supported by its expectation that working
capital needs will moderate beyond FY 2023.

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

An upgrade is unlikely in the short term. Potential positive rating
pressure could occur if (1) Labeyrie is able to improve operating
performance, including sustained organic revenue growth and higher
profitability; (2) improved liquidity, highlighted by sustainable
positive free cash flow generation and increased covenant headroom.
Quantitatively, Moody's could consider upgrading Labeyrie's rating
if its Moody's-adjusted gross debt/EBITDA falls sustainably and
significantly below 6.5x.

Conversely, negative pressure on the rating could materialize if
(1) Labeyrie's liquidity profile deteriorates further; (2)
sustained underperformance relative to expectations leading to
failure to reduce Moody's adjusted gross leverage towards 7.5x in
the next 12-18 months.

LIST OF AFFECTED RATINGS

Downgrades:

Issuer: Financiere Labeyrie Fine Foods SAS

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

LT Corporate Family Rating, Downgraded to B3 from B2

Senior Secured Bank Credit Facilities, Downgraded to B3 from B2

Outlook Action:

Issuer: Financiere Labeyrie Fine Foods SAS

Outlook, Remains Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Consumer
Packaged Goods published in June 2022.

COMPANY PROFILE

Headquartered in France, Labeyrie is a leading manufacturer of
smoked fish, prawns, and foie gras in France and the UK. It also
produces a wide range of fresh and frozen appetizers and
delicatessen. About half of Labeyrie's products are sold under its
own brands and the remaining as private labels. Based on
management's accounts (unaudited), Labeyrie reported EUR998 million
of net sales and EUR63 million of management-adjusted EBITDA (incl.
IFRS 16) in the twelve months ending September 2022, compared to
EUR994 million of revenue and EUR69 million of EBITDA (incl.IFRS16)
in fiscal year ending June 2022 (based on audited annual figures).

Private equity firm PAI Partners and Lur Berri, a French
duck-producing co-operative, each hold 46% of voting rights, and
management owns the remaining 8%.

IDEMIA FRANCE: S&P Raises LT ICR to 'B' on Improved Credit Metrics
------------------------------------------------------------------
S&P Global Ratings raising its long-term credit ratings on French
identity, security, and payments solutions provider Idemia France
SAS to 'B' from 'B-'.

The stable outlook reflects S&P's view that Idemia will capitalize
on market growth in its enterprise and government solutions
segments while EBITDA margins further improve, leading to solid
reported FOCF after leases of EUR100 million-EUR150 million per
year and leverage of close to 5.0x in the next 12 months.

S&P said, "We expect Idemia's revenue to outperform our previous
base case for 2022-2023.S&P Global Ratings anticipates the company
will report an annual revenue growth rate of 18%-19% in 2022
(around 12% on a constant currency basis), compared with our
previous forecast of 3%-5%, led by both the government solutions
and secured enterprise transactions (SET) segments. Lockdowns
during 2020-2021 prevented citizens from accessing public
facilities to obtain or renew their ID documents, while travel
restrictions have impaired pre-check travel business. As
pandemic-related restrictions eased and demand for cybersecurity
and authentication increased, Idemia reported a solid recovery in
the government solutions segment (47% of total revenue), with 7%
like-for-like revenue growth (21% reported) in the first nine
months of 2022. Revenue in the SET segment (53% of revenue) grew by
24% like for like (22% reported), mainly from rising demand for
connected devices (such as connected cars), 5G technology, metal
cards, and digital payments globally. Beyond 2022, we anticipate
3%-5% annual growth as Idemia continues capitalizing on positive
industry trends, broad product capabilities including its own
intellectual property, low customer attrition with long-term
relationships, and its solid market position as a No. 2 provider of
payment cards and services to financial institutions (after
Thales), No. 2 provider of SIM cards, No. 1 in the civil ID and
public security services market in the U.S., and a leading position
outside the U.S.

"We also anticipate adjusted EBITDA margins of 17%-18% for 2022,
and approaching 20% in the following years.Over the last decade,
Idemia's profitability was negatively affected by operating
inefficiencies, several restructuring initiatives and integration
costs after the merger with Morpho. Since then, the company has
reduced structural cost issued. Moreover, in early 2021, Idemia
launched its efficiency plan aimed at improving internal processes,
simplifying the organization and streamlining costs. The company
has so far implemented the plan in certain business functions and
achieved EUR70 million of cost efficiencies, incurring about EUR20
million of nonrecurring costs. We expect the company to further
reduce its costs as the plan is deployed across the rest of the
organization. Moreover, the geographic mix in Idemia's order
backlog has shifted toward typically higher-margin jurisdictions,
such as Europe, North America, and Japan. Also, as banks, fintech
firms, telecom operators, and automotive manufacturers are
increasingly digitalizing, Idemia will benefit from selling
higher-margin digital and more sophisticated products, further
supporting its ability to pass on inflation costs to customers. In
the government segment, the majority of contracts are indexed while
in the enterprise solutions segment, the company has short-term
contracts (mostly for three months), which are renewed on a
recurring basis. Idemia has so far successfully managed to increase
prices at contract renewals. As a consequence of Idemia's
cost-reduction initiatives and favorable product and geographic
mix, we forecast an improvement of EBITDA margins to 17%-18% in
2022, the highest level since 2012.

"We have revised upward our FOCF forecast for 2022-2023.After
several years of generating negative FOCF, Idemia's reported FOCF
after lease payments turned positive in 2021, supported by a
EUR69.4 million working capital inflow. We expect this positive
trend to continue in 2022-2023, with about EUR100 million-EUR150
million of annual FOCF after leases, compared with our previous
expectation of EUR20 million-EUR60 million. The main driver for the
improvement is the supportive business environment, improving
profitability, and moderate capex of 6%-7% of revenue. Despite the
global shortage of chipsets, Idemia was able to secure all its chip
needs and passed the increased cost of the components on to its
customers. Unlike its smaller competitors, Idemia designs most of
its own chips, which allows it to go straight to the source
suppliers and secure the requested products for its clients. The
supply chain could still face challenges in 2023, but we expect the
situation will gradually improve and Idemia will continue to secure
its supply and maintain a solid profitability margin.

"The stable outlook reflects our view that Idemia will capitalize
on the market tailwinds in both enterprise and government
solutions, leading to revenue growth of 18%-19% in 2022 followed by
3%-5% growth in 2023, coupled with improved EBITDA margins of
17-18%, leading to solid reported FOCF after leases of EUR100
million-EUR150 million per year and leverage of close to 5.0x.

"We could lower the rating if Idemia's leverage increased beyond
6.5x and FOCF to debt declined and stayed below 5% for a prolonged
period. This may occur if Idemia materially underperforms our base
case due to major competitive setbacks in key segments or if it
fails to capitalize on market trends. It could also occur if the
company adopts a more aggressive financial policy, with debt-funded
acquisitions or dividend distributions, for example.

"We could raise the rating if FOCF to debt exceeds 10%, while
adjusted leverage sustainably remains below 5.5x. This would result
from Idemia's revenue and profitability improving beyond our
expectations, likely thanks to favorable market trends and improved
market positions in its key operating segments, alongside a
financial policy in line with those credit metrics."

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


WISTERIA SAS: S&P Assigns Preliminary 'B' LT ICR, Outlook Stable
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S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit rating to France-headquartered specialty chemicals
distributor Wisteria S.A.S. and its preliminary 'B' issue rating to
the proposed senior secured term loan B (TLB) issued by Eden
S.A.S., Wisteria's direct subsidiary.

The stable outlook reflects our view that Wisteria will continue to
deliver its business strategy and maintain resilient profitability,
despite a more challenging business environment ahead.

Wisteria's shareholders recently refinanced the company's capital
structure through debt issuance and an equity contribution from
existing and new shareholders. As part of the transaction, Wisteria
expects to syndicate its EUR470 million seven-year TLB. The
management team, which is Wisteria's majority shareholder, along
with other existing and new shareholders, have contributed EUR570
million in the form of common shares and OBSAs. S&P considers the
EUR312 million of OBSAs, held by six private equity investors, to
be debt-like, but acknowledge their long maturity date,
subordination against the senior secured TLB, and cash-preservation
function.

The preliminary 'B' issuer credit rating on Wisteria reflects its
highly leveraged capital structure post syndication. S&P forecasts
starting leverage at 7.9x (below 5.0x excluding OBSAs) in 2022,
before weakening slightly to 8.0x (below 5.0x excluding OBSAs) in
2023. After a strong performance in 2021, the company posted 29%
revenue growth in the 12 months to June 2022, supported by strong
demand and higher selling prices across all segments. Adjusted
EBITDA reached EUR93 million in the 12 months to June 30, 2022, and
S&P expects further growth for full-year 2022. That said, it
forecasts a normalization in earnings in 2023, driven by softening
demand growth and a moderation in selling prices.

The asset-light business model and flexible cost base support
profitability and positive cash flow over the cycle. Only a small
portion of Wisteria's total costs are fixed, with the rest being
variable. This, combined with low capital expenditure (capex)
requirements of less than 1% of sales, has provided stability to
Wisteria's earnings and positive cash flow over the cycle. It is
also reflected in Wisteria's 10-year reported EBITDA margin, which
has fluctuated within a limited range since 2011, and which, in
absolute terms, S&P views as better than the about 8% average for
rated chemicals distributors. Free operating cash flow (FOCF)
conversion as a percentage of EBITDA has also remained strong, at
74% during the COVID-19 pandemic. This was despite a demand
contraction, particularly within the performance products segment,
including rubber, with revenue having decreased by 7.5% in 2020.

S&P said, "Our assessment of business risk is supported by the
company's good market position and its focus on more profitable
services and end markets. Wisteria operates as a specialty
chemicals distributor competing in a highly fragmented market. We
believe that the company has a leading market position in Europe,
the Middle East, Asia, and the U.S., particularly in rubber, life
sciences, and coatings. Wisteria provides deeper services within
the specialty chemicals distribution value chain, with a focus on
more value-added services such as technical sales, product
development, and formulation advisory support, which have better
profitability. The company has continuously shifted its product
mix, including through acquisitions, to the life sciences segment,
which we understand is more profitable than the performance
products segment. This segment also serves relatively more stable
end markets such as the personal care and pharmaceutical
industries. The company has also successfully launched its own
private label, focusing on rubber, coatings, and cosmetics, and
developing products that are characterized by lower volumes but
higher margins relative to its overall profitability. Although
private labels contributed only around 11% of Wisteria's revenue in
2021, we expect this figure to increase in line with management's
expectation. Overall, these factors will continue to support
Wisteria's EBITDA, which we expect to increase at a compound annual
rate of 8%-10% until 2026, in line with the company's track record
of 9.4% in 2015-2021."

That said, Wisteria's small size, limited geographical
diversification, and relatively significant concentration in
certain product segments constrain our business risk
assessment.With reported revenue of EUR686 million and adjusted
EBITDA of EUR81 million in 2021, the company is smaller than other
chemicals distributors we rate, which are also its direct
competitors. These include Azelis (EUR2.8 billion of sales and
EUR265 million of EBITDA in 2021); Brenntag (EUR14.3 billion of
sales; EUR1.2 billion of EBITDA); and Univar (EUR9.5 billion of
sales; EUR763 million of EBITDA). In our view, Wisteria's size
makes its credit metrics more sensitive to underperformance versus
those of its larger peers. The company's higher concentration in
Europe than much larger and more global competitors is also a
constraint. Wisteria derives a significant portion of its revenue
from Europe (80% of total revenue in 2021), whereas its peers show
a more balanced distribution across regions, including North
America and Asia-Pacific. Additionally, S&P observes significant
concentration in certain product segments, such as rubber and
coatings, with combined revenue representing around 50% of total
sales in 2021. This is partially offset by Wisteria's favorable
diversification by customer base, with longstanding relationships
with its key accounts.

S&P said, "The final ratings will depend on our receipt and
satisfactory review of all final documentation and final terms of
the transaction. The preliminary ratings should therefore not be
construed as evidence of the final ratings. If we do not receive
the final documentation within a reasonable time, or if the final
documentation and the final terms of the transaction depart from
the materials and terms we have reviewed, we reserve the right to
withdraw or revise the ratings. Potential changes include, but are
not limited to, the maturity, size, and conditions of the
facilities; financial and other covenants; security; and ranking.

"The stable outlook reflects our view that Wisteria will continue
to deliver its business strategy and maintain resilient
profitability despite a more challenging business environment
ahead. We anticipate that EBITDA will continue to increase,
supported by mainly organic growth. The stable outlook also
reflects the company's ability to maintain an adjusted EBITDA
margin above the average of its peers in the chemicals distribution
market."

S&P could lower the rating if:

-- The deleveraging we anticipate did not materialize, for
example, due to weaker operational performance than we expect;
major margin pressure amid increased competition; a failure to
capture growth from capital investments; and larger, debt-financed
acquisitions;

-- FOCF decreases significantly, with a deterioration in
liquidity; or

-- Management loses its significant control over Wisteria, leading
us to view the company as a private equity-sponsored entity with
more tolerance for debt.

S&P views the likelihood of an upgrade in the next 12 months as
remote since it already incorporates into the rating its assumption
of Wisteria's moderate deleveraging. Notwithstanding this, S&P
could consider an upgrade if the company's business strength
improves, evident from:

-- Increased scale and diversity of operations;

-- A robust market position;

-- Adjusted margins persistently above those of peers;

-- Adjusted leverage sustainably below 5.0x;

-- FOCF to debt improving above 10%; and
-- The company demonstrating a commitment to maintaining credit
metrics at these levels.

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

S&P said, "ESG credit indicators have no material influence on our
rating analysis on Wisteria. Although the company has a small
manufacturing operation, it is not energy or fuel intensive.
Therefore, the company is less exposed to the type of environmental
risk facing chemical producers that operate large and complex
chemical reactors. At the same time, as a specialty chemical
distributor, Wisteria has been working to increase the number of
sustainable products (made from sustainable formulas) in its
product portfolio, for instance in the personal care segment. Our
environmental and social assessments on Wisteria are in line with
those on the other chemical distributors we rate."




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

HENLEY CLO IX: Fitch Puts Final Bsf Rating on Class F Notes
-----------------------------------------------------------
Fitch Ratings has assigned Henley CLO IX DAC final ratings, as
detailed below.

   Entity/Debt             Rating                   Prior
   -----------             ------                   -----
Henley CLO IX DAC

   A XS2554989595       LT AAAsf  New Rating   AAA(EXP)sf
   B XS2554990171       LT AAsf   New Rating    AA(EXP)sf
   C XS2554990684       LT Asf    New Rating     A(EXP)sf
   D XS2554990924       LT BBBsf  New Rating   BBB(EXP)sf
   E XS2554991492       LT BB-sf  New Rating   BB-(EXP)sf
   F XS2554991906       LT Bsf    New Rating     B(EXP)sf
   Subordinated Notes
   XS2554992383         LT NRsf   New Rating      NR(EXP)

TRANSACTION SUMMARY

Henley CLO IX DAC is a securitisation of mainly senior secured
obligations with a component of senior unsecured bonds. Note
proceeds were used to purchase a static portfolio totalling about
EUR300 million. The portfolio is managed by Napier Park Global
Capital Ltd.

KEY RATING DRIVERS

'B'/'B-' Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors in the 'B'/'B-' category. The
Fitch weighted average rating factor (WARF) of the ramped portfolio
is 25.0.

High Recovery Expectations (Positive): Senior secured obligations
make up 99.7% of the portfolio. Fitch views the recovery prospects
for these assets as more favourable than for second-lien, unsecured
and mezzanine assets. The Fitch weighted average recovery rate of
the ramped portfolio is 61.7%.

Diversified Portfolio Composition (Positive): The largest three
industries comprise 31.3% of the portfolio balance, the top 10
obligors represent 16.6% of the portfolio balance and the largest
obligor represents 1.8% of the portfolio.

Static Portfolio (Positive): The transaction does not have a
reinvestment period and discretionary sales are not permitted.
Fitch's analysis is based on the current portfolio and stressed by
applying a one-notch reduction to all obligors with a Negative
Outlook (floored at 'CCC'), which is 18.5% of the target portfolio.
After the Negative Outlook adjustment, the WARF of the portfolio
would be 26.5.

Deviation from MIR (Neutral): The class B, C, D, E and F notes are
rated one notch below their model-implied rating (MIR). The
deviation reflects the limited cushion on the Negative Outlook
portfolio at the MIR and uncertain macro-economic conditions.

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 ramped portfolio would lead to a downgrade of up to three
notches for the rated notes.

Based on the actual 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 WARF of the target portfolio compared with the Negative
Outlook portfolio and the model deviations, the class B, C and E
notes display a rating cushion of one notch.

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's portfolio
based on Negative Outlook stress would lead to upgrades of up to
five notches for the rated notes, except for the 'AAAsf' rated
notes, which are at the highest level on Fitch's scale and cannot
be upgraded.

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 on the remaining portfolio.

DATA ADEQUACY

Henley CLO IX DAC

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

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

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

HENLEY CLO IX: Moody's Assigns B3 Rating to EUR2.4MM Cl. F Notes
----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to notes issued by Henley CLO IX DAC
(the "Issuer"):

EUR190,500,000 Class A Senior Secured Floating Rate Notes due
2032, Definitive Rating Assigned Aaa (sf)

EUR23,300,000 Class B Senior Secured Floating Rate Notes due 2032,
Definitive Rating Assigned Aa2 (sf)

EUR16,200,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2032, Definitive Rating Assigned A2 (sf)

EUR16,800,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2032, Definitive Rating Assigned Baa3 (sf)

EUR19,500,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2032, Definitive Rating Assigned Ba3 (sf)

EUR2,400,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2032, Definitive Rating Assigned B3 (sf)

RATINGS RATIONALE

The rationale for the ratings is based on a consideration of the
risks associated with the CLO's portfolio and structure as
described in Moody's methodology.

The Issuer is a static CLO. The issued notes will be collateralized
primarily by broadly syndicated senior secured corporate loans.
Moody's expect the portfolio to be 100% ramped as of the closing
date.

Napier Park Global Capital Ltd (the "Servicer") may sell assets on
behalf of the Issuer during the life of the transaction.
Reinvestment is not permitted and all sales and unscheduled
principal proceeds received will be used to amortize the notes in
sequential order.

In addition, the Issuer has issued EUR 13,300,000 of Subordinated
Notes due 2032 which are not rated.

The transaction incorporates interest and par coverage tests which,
if triggered, divert interest and principal proceeds to pay down
the notes in order of seniority.

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.

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. The Servicer's investment decisions and management
of the transaction will also affect the debt's performance.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in December 2021.

Moody's used the following base-case modeling assumptions:

Par Amount: EUR300,000,000

Diversity Score: 46

Weighted Average Rating Factor (WARF): 2949

Weighted Average Spread (WAS): 3.93% (actual spread vector of the
portfolio)

Weighted Average Coupon (WAC): 4.95% (actual spread vector of the
portfolio)

Weighted Average Recovery Rate (WARR): 43.9%

Weighted Average Life (WAL): 5.00 years (actual amortization vector
of the portfolio)

OAK HILL III: Moody's Affirms B3 Rating on EUR12MM Cl. F-R Notes
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Oak Hill European Credit Partners III Designated
Activity Company:

EUR22,500,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2030, Upgraded to Aa2 (sf); previously on May 18, 2022
Upgraded to Aa3 (sf)

EUR20,000,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2030, Upgraded to A2 (sf); previously on May 18, 2022
Upgraded to A3 (sf)

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

EUR222,200,000 (current outstanding amount EUR 115.8m) Class A-1R
Senior Secured Floating Rate Notes due 2030, Affirmed Aaa (sf);
previously on May 18, 2022 Affirmed Aaa (sf)

EUR15,800,000 (current outstanding amount EUR 8.2m) Class A-2R
Senior Secured Fixed/Floating Rate Notes due 2030, Affirmed Aaa
(sf); previously on May 18, 2022 Affirmed Aaa (sf)

EUR25,500,000 Class B-1R Senior Secured Floating Rate Notes due
2030, Affirmed Aaa (sf); previously on May 18, 2022 Upgraded to Aaa
(sf)

EUR15,800,000 Class B-2R Senior Secured Fixed Rate Notes due 2030,
Affirmed Aaa (sf); previously on May 18, 2022 Upgraded to Aaa (sf)

EUR8,700,000 Class B-3R Senior Secured Floating Rate Notes due
2030, Affirmed Aaa (sf); previously on May 18, 2022 Upgraded to Aaa
(sf)

EUR28,000,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed Ba2 (sf); previously on May 18, 2022
Affirmed Ba2 (sf)

EUR12,000,000 Class F-R Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed B3 (sf); previously on May 18, 2022
Affirmed B3 (sf)

Oak Hill European Credit Partners III Designated Activity Company,
issued in June 2015 and reset in July 2017, is a collateralised
loan obligation (CLO) backed by a portfolio of mostly high-yield
senior secured European loans. The portfolio is managed by Oak Hill
Advisors (Europe), LLP. The transaction's reinvestment period ended
in July 2021.

RATINGS RATIONALE

The rating upgrades on the Class C-R and Class D-R Notes are
primarily a result of the deleveraging of senior notes following
amortisation of the underlying portfolio since the last rating
action in May 2022.

The Class A-1R and A-2R notes have paid down by approximately
EUR22.8million (16.47%) and EUR1.6 million (16.47%) respectively
since the last rating action in May 2022 and EUR106.4million
(47.9%) and EUR7.6 million (47.9%) since the end of the
reinvestment period. As a result of the deleveraging,
over-collateralisation (OC) has increased. According to the trustee
report dated November 2022 [1] the Class A/B, Class C, Class D and
Class E OC ratios are reported at 157.8%, 139.7%, 126.8% and 112.3%
compared to April 2022 [2] levels of 151.3%, 136.5%, 125.61% and
113.0%, respectively.

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: EUR271.8m

Defaulted Securities: EUR9.0m

Diversity Score: 41

Weighted Average Rating Factor (WARF): 2957

Weighted Average Life (WAL): 3.49 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.51%

Weighted Average Coupon (WAC): 4.77%

Weighted Average Recovery Rate (WARR): 45.02%

Par haircut in OC tests and interest diversion test: 0.59%

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.

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.  The collateral manager's investment decisions and
management of the transaction will also affect the notes'
performance.

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.

SADEREA LIMITED: Moody's Cuts Rating on Senior Secured Bonds to Ca
------------------------------------------------------------------
Moody's Investors Service has downgraded the rating on the
following notes issued by Saderea Limited:

USD253,189,000 12.5 per cent. Senior Secured Amortising Bonds due
2026, Downgraded to Ca; previously on Oct 11, 2022 Downgraded to
Caa2 and Placed Under Review for Possible Downgrade

The action concludes the rating review on the notes initiated in
October 2022 ("Moody's downgrades and places under review for
downgrade rating on Repack notes of Saderea Limited").

This transaction represents a repackaging of five promissory notes
issued by the Republic of Ghana ("Collateral"). The notes will
amortise on each payment date in accordance with an amortisation
schedule taking into account the amortisation schedules of each of
the five promissory notes and the fees to be paid by the Issuer.

RATINGS RATIONALE

Moody's explained that the rating action taken the is the result of
a rating action on the Government of Ghana, which was downgraded to
Ca from Caa2 on November 29, 2022 concluding the review for
downgrade that was initiated in September 2022.

Given the repack nature of the structure, noteholders are mainly
exposed to the credit risk of the collateral which itself is linked
to Ghana's sovereign rating.

Methodology Underlying the Rating Action:

The principal methodology used in this rating was "Moody's Approach
to Rating Repackaged Securities" published in June 2020.

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

This rating is essentially a pass-through of the rating of the
underlying assets. Noteholders are exposed to the credit risk of
the Government of Ghana and therefore the rating moves in
lock-step.

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, which could negatively impact the
ratings of the notes, as evidenced by (1) uncertainties of credit
conditions in the general economy and (2) more specifically, any
uncertainty associated with the underlying credits in the
transaction could have a direct impact on the repackaged
transaction.



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

BORMIOLI PHARMA: S&P Downgrades ICR to 'B-' on Refinancing Risks
----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Bormioli
Pharma to 'B-' from 'B'. S&P also lowered its issue rating on the
EUR55 million super senior revolving credit facility (RCF) from
'BB-' to 'B+' and on the EUR280 million senior secured notes from
'B' to 'B-'.

S&P said, "The stable outlook indicates that we expect Bormioli
Pharma's credit metrics will remain commensurate with the rating
for the next 12 months. We anticipate debt to EBITDA of around 7.0x
by year-end 2022 and below 6.0x by year-end 2023; and funds from
operations (FFO) to debt of around 10% in 2022 improving towards
12% by 2023. We expect liquidity sources will cover uses by more
than 1x over the same period."

The downgrade reflects Bormioli Pharma's looming debt maturities.
The company's average debt maturity is 1.8x years with the majority
due in the next 24 months. This includes EUR54 million in loans due
in the next 12 months, a EUR55 million RCF due May 2024 (RCF
drawings were EUR15.1 million as of Sept. 30, 2022) and EUR280
million senior secured notes due November 2024. S&P said, "We
understand that Bormioli Pharma intends to refinance its debt in
the next six-to-nine months. Given current credit conditions (high
interest rates and stricter lending conditions, among others) we
believe that the successful completion of such a refinancing could
be challenging. Under our criteria, we reflect the relatively
short-dated nature of the debt maturity profile with a (one-notch)
negative capital structure modifier."

The 'B-' issuer credit rating also captures Bormioli Pharma's
weaker-than-anticipated free operating cash flow (FOCF) generation.
S&P said, "In recent years, the company has underperformed our
expectations regarding cash generation. Bormioli Pharma's FOCF was
negative in 2020 (minus EUR14 million) and 2021 (minus EUR8
million). For 2022, we expect minimal FOCF of EUR5 million-EUR7
million as it will be constrained by low EBITDA generation
(undermined by the lengthy refurbishment of furnace No.3 in
Bergantino, the malfunction of a furnace at San Vito, and
inflationary cost headwinds) and high capital spending needs for
furnace refurbishments. We believe its weak cash flow generation
renders it particularly vulnerable to unforeseen events. We expect
FOCF will improve to around EUR20 million in 2023 as the company
becomes more efficient in passing input-cost increases on to
customers and as the number of scheduled furnace refurbishments
decreases. That said, we expect an increase in interest expense
will weigh on the company's cash generation starting 2023 (as the
interest rate of the current senior secured notes is floating). We
also expect a further increase in the cost of debt upon the debt
refinancing."

S&P said, "Bormioli Pharma's upcoming debt maturities also weigh on
our liquidity assessment. We revised our liquidity assessment to
'less than adequate' from 'adequate', to reflect the substantial
debt repayments due in the next 24 months." In the next 12 months
(from Sept 30, 2022) Bormioli Pharma will need to repay EUR54
million in local debt (likely from internally generated cash or
cash on balance sheet). In 2024, both the EUR55 million RCF (May)
and the EUR280 million senior secured notes (November) fall due.
Any refinancing difficulties would result in a substantial
liquidity shortfall.

S&P said, "We expect operating fundamentals for the pharma industry
to remain broadly resilient over the next 12 months despite weaker
economic growth and rising input costs.For Bormioli Pharma, we
forecast revenue growth around 10% in 2023 reflecting additional
selling price increases (given higher energy prices fixed for that
year) and moderate volume growth. We anticipate that demand for
pharma products will grow modestly; we identify some risk of
slowing demand in the more cyclical nutraceutical and cosmetics
markets, which only account for 15% of Bormioli Pharma's revenues.
Less downtime for furnace repairs next year (30 days to refurbish
furnace No. 1 at San Vito in 2023 compared to 75 days for furnace
No. 3 at Bergantino in 2022) should allow the company to increase
its production output in 2023.

"The stable outlook indicates that we expect Bormioli Pharma's
credit metrics will remain commensurate with the rating for the
next 12 months. We anticipate debt to EBITDA of around 7.0x by
year-end 2022 and below 6.0x by year-end 2023; and FFO to debt of
around 10% in 2022 improving towards 12% by 2023. We expect
liquidity sources will cover uses by more than 1x over the same
period.

"We could take a negative rating action if Bormioli Pharma's
expected operating performance weakened, resulting in negative cash
flow generation in 2023. In this scenario, we are likely to
consider the company's capital structure unsustainable over the
long term. We could also take a negative rating action if liquidity
deteriorates further or if we believed that the group will not
successfully refinance its senior secured notes."

S&P could take a positive rating action if:

-- Bormioli Pharma successfully refinances its syndicated debt
facilities while maintaining adequate liquidity headroom;

-- It generates positive and material FOCF on a sustained basis;
and

-- Leverage remains below 7x.

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

S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of Bormioli Pharma. Our
assessment of the company's financial risk profile as highly
leveraged reflects corporate decision-making that prioritizes the
interests of the controlling owners, in line with our view of the
majority of rated entities owned by private-equity sponsors. Our
assessment also reflects generally finite holding periods and a
focus on maximizing shareholder returns. Environmental factors have
an overall neutral influence on our credit rating analysis. We
believe the company's diversification into glass packaging and its
exposure to the pharma market offset the substitution risk and
severe restrictions that plastic packaging companies face."


CASTOR SPA: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term issuer credit rating
on Italy-based financial services company Castor SpA (Cerved) and
its 'B' issue rating on its senior secured notes. The recovery
rating is unchanged at '3' indicating its expectations of
meaningful recovery prospects (50-70%; rounded estimate 60%) in the
event of a payment default.

The stable outlook reflects S&P's view of EBITDA margins growing
slightly to close to 42% over the next 12 to 18 months, largely
supported by some synergy realizations leading to continued good
free operating cash flow (FOCF) generation of at least EUR40
million and slight deleveraging toward 6.5x by year-end 2023.

S&P said, "Cerved has weaker credit metrics versus our base case,
due to operational underperformance and slower synergy
realizations. Year-to-date, the company's adjusted EBITDA margin is
41.4%, 20 basis points (bps) higher than a year ago but about 400
bps lower than our prior base-case assumptions. The shortfall is
primarily due to a slower recovery of the credit management
division than we expected, lower consumption of credit information,
and real-estate related appraisals. In addition, delays in
realizing synergies from ION's cost program, and wage inflation
within the more human-intensive services provided are limiting any
material margin expansion. In the twelve months to September 2022,
management reported EBITDA of about EUR205 million in comparison to
roughly EUR250 million that we anticipate by year-end 2022.
Therefore, we now forecast leverage to be about 1.0x higher, at
7.0x, by year-end 2022. Although we previously forecast strong
deleveraging below 5.0x by year-end 2023, supported by good growth
prospects and significant EBITDA margin expansion beyond 50%, we
now anticipate a much slower leverage reduction of close to 6.5x by
year-end 2023. Nonetheless, Cerved's stable business
characteristics support our current rating assessment, including a
stable reported EBITDA margin year over year and predictable
positive FOCF generation due to the mission-critical nature of its
products.

"We anticipate reduced rating headroom due to lower forecast
revenue growth and EBITDA margin. For the next two years, we
forecast organic revenue growth of 2%-3% mostly led by good demand
for data analytic-related consultancy. We more cautiously predict
marginal EBITDA margin expansion of up to 50 bps toward 42%, led by
automation-related cost efficiencies. This is in addition to a
positive service mix from margin accretive data analytic-related
consultancy work more than offsetting wage inflation. The revised
base case reflects our more cautious view on management's ability
to gain market share and grow assets under management within the
credit management division in the near term, while successfully
launching new product developments, and realizing the optimistic
synergy target of about EUR73 million, absent any existing
track-record of year-to-date underperformance compared with our
previous base case. We could see rating pressure if significant
operational underperformance led to lower revenue growth and
profitability compared with our revised expectations, putting
pressure on FOCF generation, and a sufficient funds from operations
(FFO) cash interest coverage ratio in a higher interest rate
environment, absent any interest rate hedges.

"We view Cerved's liquidity profile as adequate, supported by solid
FOCF generation. Cerved benefits from good FOCF generation and only
moderate capital expenditure (capex). In addition, it has EUR136
million of cash on balance sheet, about EUR56 million available
under the revolving credit facility (RCF; as of Sept. 30, 2022) and
no near-term debt maturities.

"The stable outlook reflects our view of marginally growing EBITDA
margins close to 42% over the next 12 to 18 months, largely
supported by some synergy realizations, leading to continued FOCF
generation of at least EUR40 million and slight deleveraging toward
6.5x by year-end 2023."

S&P could lower the ratings if:

-- Cerved's operating performance weakened due to contract losses,
resulting in persistent low-single-digit or negative FOCF;

-- The FFO cash interest coverage ratio dropped below 2x; or

-- S&P assessed the group's financial policy as increasingly
aggressive, with debt-funded acquisitions or shareholder returns
increasing leverage.

S&P said, "Even though we see rating upside as remote, we could
raise the ratings if Cerved materially improved its business
strength, evident from increased scale, market position, and
geographical diversification, while maintaining adjusted debt to
EBITDA below 5x and FFO to debt above 12%. In addition, the
permanent financial sponsor owner would need to commit to a
financial policy that sustains the metrics at these levels."

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


CENTURION BIDCO: Moody's Affirms 'B2' CFR, Alters Outlook to Neg.
-----------------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family
rating and B2-PD probability of default rating of Centurion Bidco
S.p.A. (Engineering or the company). Moody's has also affirmed the
B2 rating on Engineering's EUR605 million backed senior secured
notes due 2026. The outlook on all ratings has been changed to
negative from stable.

"The rating action reflects the weakening of Engineering's
financial profile following the debt funded acquisition of BE
Shaping the Future S.p.A. (BE), mainly because of a significant
increase in leverage" says Fabrizio Marchesi, a Moody's Vice
President-Senior Analyst and lead analyst for Engineering.

"Although Moody's expect that the company will improve its
financial metrics over the next 12-18 months, Moody's consider
there to be execution risk, with the recent disclosure of
accounting errors, which constitutes the second corporate
governance issue faced by the company since June 2020, negatively
impacting the company's risk profile" added Mr. Marchesi.

RATINGS RATIONALE

The acquisition of BE is positive for Engineering's business
profile as it will increase Engineering's scale in the Italian
market, especially in the Finance industry vertical; improve its
geographic diversification, by reducing the proportion of revenue
that Engineering earns in Italy from around 86% to around 81%; and
add a new, fast-growing consulting business to Engineering's
existing business line mix.

However, the acquisition will lead to a deterioration in
Engineering's financial profile and confirms Moody's concerns that
future deleveraging could be delayed by an aggressive financial
policy characterized by debt-funded acquisitions or
shareholder-friendly actions.

Engineering purchased a 51.2% stake in BE on September 26, 2022,
funded by the draw-down of a bridge facility, and has recently
launched a mandatory tender offer for outstanding shares. Based on
the assumption that Engineering successfully acquires 100% of BE,
Moody's expects that the large, debt-funded component of the
transaction, will lead to a significant increase in
Moody's-adjusted leverage, from 5.5x as of June 30, 2022 to 6.7x on
a proforma basis as of September 30, 2022. Although Moody's
forecasts that favourable secular trends in Italian IT spending
will support growth in Engineering's company adjusted EBITDA
towards EUR260 million in 2022 and EUR285 million in 2023 (IFRS 16
adjusted and pro forma the acquisition of BE), with
Moody's-adjusted leverage improving to 6.4x and 5.9x, respectively,
these leverage levels are at the weak-end of a B2 rating and it is
possible that management will choose to releverage the business
again in the future.

At the same time, Moody's considers there to be execution risk
related to delivering the expected improvement in financial
metrics. This includes, amongst others, the risk from potentially
negative ESG-related developments. Engineering has recently
disclosed certain accounting errors, which have led to the
restatement of September 2022 year-to-date revenue and company
adjusted EBITDA by EUR17.4 million and EUR9.3 million,
respectively. These accounting issues, which appear to be tied to
intentional misconduct by certain Engineering employees in the
company's Finance vertical, in combination with an investigation
launched in 2020 by Italian authorities concerning potential
bribery by certain Engineering employees involved in bids for a
public-sector contract, marks the second corporate governance issue
that the company has faced since June 2020. Although Moody's takes
note of the actions Engineering has taken to address the accounting
issue, as well as of the fact that Engineering has been cleared of
criminal wrongdoing with regards to the investigation launched in
2020, the existence of these corporate governance issues is viewed
negatively when assessing execution risk and Engineering's risk
profile in general.

More generally, Engineering's B2 CFR continues to be supported by
(1) the company's leading player status and strong technical
know-how; (2) an attractive Italian IT market with significant
growth potential; (3) relatively high switching costs for the
company's services as well as good customer retention.

At the same time, the rating is also constrained by (1)
Engineering's limited geographic diversification and significant
customer concentration; (2) strong competition in the Italian IT
services market; (3) risks associated with Engineering's large net
working capital position; and (4) the possibility of delayed
deleveraging due to additional debt-funded acquisitions or
shareholder-friendly actions, including a repayment of the PIK
notes issued outside the Centurion Bidco S.p.A. restricted group.

Funds advised and ultimately controlled by Bain Capital and
Neuberger Berman currently own 100% of the share capital of the
company. As is often the case in highly levered, private equity
sponsored deals, the owners can have a high tolerance for
leverage/risk and governance is less transparent when compared to
publicly-traded companies.

LIQUIDITY

Moody's considers Engineering's liquidity to be good and supported
by EUR179 million of cash on balance at September 30, 2022; access
to a fully undrawn EUR195 million revolving credit facility (RCF),
which has been upsized from EUR160 million as part of the
acquisition BE; and expected Moody's-adjusted FCF generation of at
least EUR70-80 million per year in 2023 and 2024, which is
equivalent to c. 4-5% of Moody's-adjusted debt. Moody's does not
expect that the company will draw on its RCF, but, in the event
that it does, the rating agency anticipates ample headroom against
the springing net leverage covenant which is set at 1.7x when the
RCF is drawn by more than 40%.

STRUCTURAL CONSIDERATIONS

Engineering's capital structure includes EUR605 million backed
senior secured notes due 2026, a EUR38 million senior secured term
loan due 2026, a EUR195 million super-senior revolving credit
facility (RCF) due 2026, as well as a bridge facility that the
company has raised to finance the acquisition of BE. The bridge
facility is due in September of 2023, but Moody's understands that
it can be extended up to five years after the closing date at the
company's request.

The security package provided to the senior secured lenders is
limited to pledges over shares, bank accounts, and intercompany
receivables.

The B2 rating of the backed senior secured notes is in line with
the CFR, reflecting the size of the super-senior RCF as well as the
large amount of payables that characterize the company's business
model. The B2-PD probability of default rating is at the same level
as the CFR, reflecting Moody's assumption of a 50% family recovery
rate.

RATING OUTLOOK

The negative outlook reflects the significant increase in leverage
following the acquisition of BE as well as the execution risk
associated with improving Moody's-adjusted leverage to below 6.0x
over the next 12-18 months on a sustainable basis and delivering
Moody's-adjusted FCF generation in the mid-single digits as a
percentage of Moody's-adjusted debt. The outlook also reflects the
risk that the company could continue to adopt an aggressive
financial policy that could keep its financial metrics outside the
range that is consistent with a B2 CFR.

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

Upward rating pressure is unlikely at this stage but could arise in
time if Engineering continues to grow in size and scale; the
company's Moody's-adjusted leverage ratio falls below 4.5x on a
sustained basis while delivering solid operating performance; and
the company maintains strong liquidity, including an improvement in
Moody's-adjusted FCF/debt towards the high-single digits in
percentage terms.

The rating could be stabilised if Engineering successfully delivers
revenue and EBITDA growth such that Moody's-adjusted leverage
improves to below 6.0x on a sustained basis, with Moody's-adjusted
FCF/debt also sustained in the mid-single digits, while maintaining
adequate liquidity. A stabilisation of the outlook would also
require that the internal investigation launched by management into
the company's accounting practices across all non-Finance
verticals, which is expected to complete by December 31, 2022,
concludes without issues and that there are no additional corporate
governance related issues over the next 12-18 months.

Downward rating pressure could arise if the company were not to
deliver growth in revenue and EBITDA such that Moody's-adjusted
leverage is no longer expected to improve to below 6.0x over the
next 12-18 months; pursues additional debt-funded acquisitions or
shareholder-friendly actions, including the refinancing of the PIK
notes raised by Engineering's parent; or if FCF and liquidity were
to deteriorate. The rating could also be downgraded should
additional corporate governance issues surface in the coming
quarters.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Founded in 1980, and headquartered in Rome, Engineering is a
leading provider of IT services, software development and digital
platforms, supporting clients in their digital transformation
projects. The company provides software and IT related services and
consultancy to companies in a diverse set of sectors including
telecommunications, utilities, financials and public
administration. The company reported revenue of EUR1.4 billion and
company adjusted EBITDA of EUR214 million (including adjustments
for the impact of IFRS 16) as per published 2021 audited financial
statements. These do not include any adjustments for accounting
errors discovered in 2022.

ISAB LUKOIL: Washington's Reassurance May Pave Way for Financing
----------------------------------------------------------------
Silvia Sciorilli Borrelli and James Fontanella-Khan at The
Financial Times report that Washington has reassured Rome that
Italian lenders will not face sanctions if they provide financing
to a Russian-owned refinery in Sicily, as the Italian government
rushes to keep the country's largest fuel producer afloat.

An EU-wide embargo banning seaborne Russian crude imports came into
force this week leaving the ISAB Lukoil facility in Priolo
struggling to secure supplies, the FT relates.  The refinery has
depended on its Russian parent for oil since Italian banks blocked
its credit lines in the wake of the war in Ukraine, cutting it off
from non-Russian oil supplies, the FT notes.

According to the FT, a letter from Andrea M Gacki, director of the
US Treasury department's Office of Foreign Assets Control, said the
"potential provision of a bridging loan" by Italian banks and state
investor Cassa Depositi e Prestiti "would not involve prohibited
activities under Ofac's Russia-related sanctions authorities".

The refinery, owned by Lukoil's Swiss-based subsidiary Litasco,
urgently needs almost EUR1 billion to continue operating. Lenders
including UniCredit and Intesa Sanpaolo have so far refused to
resume lending to the company fearing potential backlash from the
US, the FT discloses.

Lukoil, the largest non-government-owned oil company in Russia, has
been targeted with limited US sanctions including prohibiting
providing help with exploration, but has not been hit with direct
financial sanctions, the FT states.

The US reassurance comes as the Russian entity is negotiating a
potential sale to US private equity firm Crossbridge Energy
Partners, which is being provided financing by oil trader Vitol,
the FT notes.  Both Lukoil and Crossbridge hope this month to
conclude talks that have been under way since the summer, the FT
relays.

In an interview with Italian media this week, the facility's
director-general Eugene Maniakhine confirmed talks were ongoing
while also saying there was no need for Rome to take over the
facility's operations, according to the FT.

"It would be neither fair nor useful .  .  . and it could
contribute to the closure of the plant and create obstacles for the
sale to a new owner," Maniakhine was quoted as saying by Il Sole 24
Ore.

The Italian government last week issued an emergency decree laying
out a plan for the refinery to be placed under public trusteeship,
the FT recounts.

Italy's move is aimed at securing jobs at the plant, which is
considered a strategic energy asset for the country, as well as
ensuring Rome will have a say over the terms and conditions of the
facility's sale, the FT discloses.




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

ESDEC SOLAR: Moody's Confirms B3 CFR & Alters Outlook to Positive
-----------------------------------------------------------------
Moody's Investors Service has confirmed the B3 long term corporate
family rating and the B3-PD probability of default rating of Dutch
solar mounting solutions provider Esdec Solar Group B.V. (Esdec).
Concurrently, Moody's confirmed the B3 ratings of the $375 million
guaranteed senior secured first lien term loan due 2028 and the
$100 million guaranteed senior secured revolving credit facility
(RCF) due 2026 issued by Esdec and co-borrowed by Esdec Finance
LLC. The outlook has been changed to positive from ratings under
review.

This rating action concludes a review for downgrade that was
initiated on July 15, 2022.

RATINGS RATIONALE

Esdec finalized the audit process of its 2021 statutory financial
accounts (first time under IFRS) with an unqualified auditor's
opinion by Ernst & Young Accountants LLP, alleviating Moody's
concerns regarding governance risk. Moody's understands that Esdec
is committed to customary reporting requirements under the legal
documentation of its debt, but no specific corporate governance
policies / reporting guidelines have been disclosed. The rating
confirmation reflects Moody's expectation of a timely release of
the upcoming full year 2022 audited financial results.

Current trading throughout 2022 has been buoyant with revenue for
the twelve months ending September 2022 reaching EUR564 million,
which compares to EUR357 million in FY 2021. Without giving credit
on f/x losses on $-denominated loans, Moody's adjusted EBITDA
reached EUR89 million (vs. EUR67 million in 2021), equivalent to an
EBITDA margin of 15.8% (2021: 18.9%). Key drivers identified for
the strong performance were a benign market environment for solar
energy, additionally supported by governmental incentives but also
price increases in response to input cost inflation.

In addition to the strong organic growth currently seen, management
is open for external growth opportunities as part of the group's
financial policy which explicitly includes debt funded
transactions. Moody's notes that Esdec currently has no interest
rate hedges in place, which exposes the company to interest risk
with regard to its outstanding debt of EUR381 million. In addition,
rising interest rates will be a negative factor for the next
impairment test for Esdec's goodwill (EUR108 million as of December
31, 2021), however the strong operating performance in the current
year may be a balancing factor with respect to impairment risk.

Despite of an increase in working capital in order to accommodate
increasing demand, Esdec generated EUR29.8 million free cash flow
during January to September 2022. As per end of September 2022
Esdec had EUR39.3 million cash on its balance sheet and $75 million
availability under its $100 million guaranteed senior secured
revolving credit facility which could be used to bridge any
liquidity needs or for acquisitions. The company should be cash
flow generative and has no material near-term debt maturities.
There is a springing covenant related to the RCF, but Moody's
expect the company to retain sufficient headroom. Moody's views the
company's liquidity profile as adequate.

The B3 rating reflects Esdec's substantial Moody's-adjusted
leverage of 4.4x debt/EBITDA for the twelve months ending September
2022 (down from 5.6x in 2021) and risk of debt funded acquisitions
in the first instance, but also strong growth profile that should
enable deleveraging. It also reflects the company's limited scale;
short track record at current scale given transforming acquisitions
and fast growth in recent years; focused product offering and some
degree of concentration and complexity in its go-to-market
channels; and challenge to manage the fast growth either through
scaling up its operations sustainably, for example supply chain, or
properly integrating acquired businesses.

However, the rating also considers the company's asset-light
business model with high margins and limited investment needs;
solid market position in core markets with focus on innovation and
new (patented) product launches that positions it well for good
organic growth in a dynamic, fast evolving and high growth
industry; and some geographic diversification. In addition, the B3
rating takes into account very high governance risks reflecting
dividend recapitalization, track record of debt-funded acquisitions
and initial weaknesses in the reporting process.
Absent of these governance constraints the rating would be
positioned one notch higher.

ESG CONSIDERATIONS

Governance considerations were among the primary drivers of this
rating action. The provision of audited statutory accounts for 2021
without any qualifications by the auditor is an important
milestone. For an improvement of the Compliance and Reporting
sub-score within Moody's ESG assessment and thus an improvement of
the governance score of G-5, Moody's expects Esdec to build a track
record of meeting the reporting requirements. Environmental and
social risks are moderate in line with the wider manufacturing
sector. The Credit Impact Score remains at CIS-5 reflecting
elevated governance risk driven by the audit delay seen in 2022.

OUTLOOK

The positive outlook reflects the strong performance Esdec has
shown during 2022 leading to a material improvement in EBITDA and
thus leverage as well as the expectation that the root cause for
the audit delay has been identified and resolved. Upward potential
of the rating will develop if Esdec is able to keep the momentum
and sustainably generates key credit metrics at around the current
level even in a less benign business environment without any
further governance issues.

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

Positive pressure on the ratings could come from continued growth
resulting in Moody's-adjusted debt/EBITDA declining and remaining
sustainably at or below 4.5x also taking into account the company's
acquisition strategy, accompanied by continued high EBITDA margins
and meaningful free cash flow generation as well as at least
adequate liquidity. Likewise, Esdec's ability to alleviate Moody's
concerns regarding its corporate governance could trigger a
positive rating action.

The rating could come under pressure as the result of aggressive
debt-funded acquisitions or materially deteriorating underlying
performance leading to margin pressure so that leverage rises
towards 6.0x or higher (4.4x Moody's adjusted for the twelve months
ending September 2022) or EBITDA margin falls sustainable below
mid-teens (15.7% Moody's adjusted for the same period). Negative
free cash flow (EUR-51 million Moody's adjusted) or otherwise
weakening liquidity could also pressure the rating. An inability to
continue to integrate acquisitions well could also weigh on the
rating.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in Deventer, Netherlands, Esdec designs, develops and
distributes solar mounting solutions predominantly for residential
end markets, but also increasingly for the commercial & industrial
(C&I) market. The company is owned by private equity company Rivean
Capital (formerly known as Gilde Buy Out Partners) and Blackstone,
both holding an equal stake alongside management (16%). For the
last twelve months ending September 2022, Esdec reported revenue of
EUR566 million and an EBITDA of EUR138.6 million (adjusted by Esdec
for extraordinary items).



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

OTKRITIE: Central Bank Set to Finalize VTB Sale Deal by Year-End
----------------------------------------------------------------
Elena Fabrichnaya at Reuters reports that the Russian central
bank's deal to sell bailed-out lender Otkritie to state bank VTB
should be finalised by the end of the year, Deputy Finance Minister
Alexei Moiseev told reporters on Dec. 6.

Russian lawmakers have been considering draft legislation that
would give the banks and the regulator until the end of 2023 to
complete the deal without needing to hold a competitive tender or
seek approval from Russia's competition authorities, Reuters
relates.

According to Reuters, asked if the sale would now be postponed
until next year, Mr. Moiseev said he expected the deal to close in
December and said: "the necessary processes are underway".

Russia's parliament set a year-end deadline for the deal when it
approved legislation in March to help it pass with minimum
bureaucracy, Reuters recounts.

Both VTB and Otkritie have been targeted with Western sanctions
over Russia's actions in Ukraine, Reuters notes.

The central bank bailed out Otkritie, once Russia's largest private
lender, in 2017 as part of a years-long campaign to clean up
Russia's banking sector, Reuters relates.

For foreign banks looking to offload assets, the process is more
complicated, according to Reuters.




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

CAIXABANK PYMES 8: Moody's Ups Rating on EUR292.5MM B Notes to Ba1
------------------------------------------------------------------
Moody's Investors Service has upgraded the rating of Class B Notes
in CAIXABANK PYMES 8, FONDO DE TITULIZACION. The rating action
reflects the increased level of credit enhancement for the affected
note.

Moody's affirmed the rating of the Class A Notes that had
sufficient credit enhancement to maintain their current rating.

EUR1,957.5M (Current outstanding amount EUR89,438,958) Class A
Notes, Affirmed Aa1 (sf); previously on Mar 16, 2022 Affirmed Aa1
(sf)

EUR292.5M Class B Notes, Upgraded to Ba1 (sf); previously on Mar
16, 2022 Upgraded to Ba3 (sf)

Maximum achievable rating is Aa1 (sf) for structured finance
transactions in Spain, driven by the corresponding local currency
country ceiling of the country.

RATINGS RATIONALE

The rating action is prompted by an increase in credit enhancement
for the affected tranche.

Revision of Key Collateral Assumptions

As part of the rating action, Moody's reassessed its default
probability and recovery rate assumptions for the portfolio
reflecting the collateral performance to date.

The performance of the transaction has continued to be stable since
last rating action in March 2022. Total delinquencies have
decreased in the past year, with 90 days plus arrears currently
standing at 1.86% of current pool balance. Cumulative defaults
currently stand at 1.6% of original pool balance up from 1.5% a
year earlier.

For CAIXABANK PYMES 8, FONDO DE TITULIZACION, the current default
probability is 15% of the current portfolio balance and the
assumption for the fixed recovery rate is 45%. Moody's has
decreased the CoV to 35.5% from 43.4%, which, combined with the
revised key collateral assumptions, corresponds to a portfolio
credit enhancement of 19%.

Moody's increased the default probability assumption to 15% from
12.5% in CAIXABANK PYMES 8, FONDO DE TITULIZACION to reflect the
portfolio composition based on updated loan by loan information,
taking into consideration the current industry concentration as
well as the current credit environment among other credit risk
factors.

Increase in Available Credit Enhancement

Sequential amortization led to the increase in the credit
enhancement available in this transaction.

For instance, the credit enhancement for the most senior tranche
affected by t rating action increased to 18.6% from 14.9% since the
last rating action.

Counterparty Exposure

The rating actions took into consideration the notes' exposure to
relevant counterparties, such as servicer or account bank.

Methodology underlying the rating action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating SME Balance Sheet Securitizations" published in
July 2022.

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

Factors or circumstances that could lead to an upgrade of the
ratings include (1) performance of the underlying collateral that
is better than Moody's expected, (2) an increase in available
credit enhancement, (3) improvements in the credit quality of the
transaction counterparties and (4) a decrease in sovereign risk.

Factors or circumstances that could lead to a downgrade of the
ratings include (1) an increase in sovereign risk, (2) performance
of the underlying collateral that is worse than Moody's expected,
(3) deterioration in the notes' available credit enhancement and
(4) deterioration in the credit quality of the transaction
counterparties.



===========
S W E D E N
===========

INTRUM AB: Fitch Affirms 'BB' IDR, Alters Outlook to Neg.
---------------------------------------------------------
Fitch Ratings has revised the Outlook on Sweden-based credit
management group Intrum AB (publ)'s Long-Term Issuer Default Rating
(IDR) to Negative from Stable and affirmed the IDR at 'BB'.

The revision of the Outlook reflects Fitch's view that Intrum's
leverage (defined by management as net debt/cash EBITDA) will
remain above the stated medium-term target range of 2.5x to 3.5x
for longer than previously anticipated. Fitch expects Intrum's
end-3Q22 net leverage ratio to stand at around 4.1x compared with
3.8x at end-1Q22, pro forma for an increase in net debt related to
negative adjustments in an Italian SPV reported on 24 November
2022. In its view, reducing the net leverage ratio to below 3.5x in
the short term will be challenging, given current pressures on
collection rates in most markets.

Fitch previously identified failure to demonstrate progress towards
management's stated 2022 deleveraging target and material
write-downs in goodwill or joint ventures as negative rating
sensitivities.

KEY RATING DRIVERS

IDRS AND SENIOR DEBT

Unless noted below, the key rating drivers for Intrum are those
outlined in its rating action commentary published on 11 July
2022.

Significant Negative JV Adjustments: In 3Q22, Intrum reported
negative non-cash adjustments in its income statements of SEK3.2
billion (equivalent to about EUR290 million), principally relating
to a revaluation of an Italian joint venture (JV) set up with AB
CarVal Investors, L.P. (CarVal) in 2018. On 24 November 2022,
Intrum announced further negative adjustments of SEK4.3 billion
relating to the same JV following CarVal's sale of its stake in the
JV to a new co-investor (Kistefos Investment AS).

Adjustments Largely Non-Cash: The adjustments in 3Q22 were entirely
non-cash and did not affect Intrum's reported leverage metrics.
However, the adjustments announced last week led to an increase in
net debt of around SEK1 billion due to the settlement of a
derivative agreement with CarVal relating to a call option for
CarVal's stake in the JV. Due to these adjustments, Fitch expects
Intrum to report a net loss of about SEK2.5 billion in 2022
compared with a net profit of SEK3.4 billion in 2021.

Negative Impact on ERC: As a result of the adjustments, Intrum also
reduced the estimated remaining collections (ERC) by about SEK7.0
billion (SEK1.6 billion in 3Q22, SEK5.4 billion on 24 November
2022). This accounts for around 27% of ERC in Intrum's strategic
markets division (Intrum's recent investment focus) and around 9%
of the total ERC at end-3Q22. The negative impact on Intrum's ERC
is partly offset by ERC adjustments principally relating to 2025
and beyond (when Intrum expects the senior notes in the JV to be
repaid and the JV portfolio to become cash-generative for Intrum
and its co-investor) with the short- to medium-term ERC largely
unchanged.

Marginal Adverse Impact on Leverage: Fitch acknowledges that the
adjustments reported last week are due to a requirement to reflect
a third-party transaction in Intrum's stake in the Italian JV and
are not necessarily reflective of management's view of the
medium-term performance of the JV portfolio. However, the
incremental increase in outstanding net debt in conjunction with a
more challenging collection environment weigh on its assessment of
Intrum's leverage and deleveraging potential in the short to medium
term.

Strong, Diversified Franchise: The company's strong franchise and
geographic diversification (present in more than 25 countries),
high share of debt servicing revenue (around 55% in 2021) and high
degree of collection automation should help balance anticipated
pressure on collection revenue.

Leverage a Key Constraint: Leverage is a constraint for Intrum's
credit profile, with Fitch's gross leverage (gross debt-to-adjusted
EBITDA) consistently above 4x in recent periods and thereby outside
Fitch's leverage benchmark of 2.5x to 3.5x for the 'BB' rating
category.

Adequate Funding and Liquidity Profile: Intrum's funding is
wholesale but largely unsecured and reasonably diversified with no
material debt maturities prior to 2024. In addition, immediate
liquidity is sound, with adequate on-balance sheet cash reserves
equivalent to EUR406 million and a sizeable revolving credit
facility equivalent to EUR1.8 billion at end-3Q22, which remains
about 60% undrawn.

The rating of Intrum's senior unsecured debt is equalised with the
Long-Term IDR, reflecting Fitch's expectation of average recovery
prospects given the largely unsecured funding profile.

Fitch assigns Intrum an ESG credit relevance score of '4' in
relation to financial transparency, in view of the significance of
internal modelling to portfolio valuations and associated metrics
such as estimated remaining collections. However, this is a feature
of the debt-purchasing sector as a whole, and not specific to
Intrum.

RATING SENSITIVITIES

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

- Inability to make material progress towards management's stated
leverage target (net debt/cash EBITDA of 3.5x or below) in 1H23
making it unlikely that the target will be comfortably met in
2023.

- Material downward portfolio revaluations or significant
collection underperformance outside the main Italian JV, indicating
that underperformance does not remain limited to the Italian JV.

- A sustained reduction in profitability or material divergence
between earnings and cash generation, for example as a result of a
significant share of earnings being accrued within unconsolidated
affiliates and not available to service debt at parent level.

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

Given the Negative Outlook, rating upside for the Long-Term IDR is
limited over the short term. Material improvements in Intrum's net
leverage ratio in 1H23 indicating that the stated management target
will be comfortably met in 2023 could lead to a revision of the
Outlook to Stable.

SENIOR UNSECURED DEBT

Intrum's senior unsecured debt rating is primarily sensitive to
changes to the Long-Term IDR.

Changes to its assessment of recovery prospects for senior
unsecured debt in a default (eg. a material increase in debt
ranking ahead of the senior unsecured debt) could result in the
senior unsecured debt rating being notched down from the Long-Term
IDR.

ESG CONSIDERATIONS

Intrum has an ESG Relevance Score of '4' for Financial Transparency
due to significance of internal modelling to portfolio valuations
and associated metrics such as estimated remaining collections,
which has a negative impact on the credit profile, and is relevant
to the rating[s] in conjunction with other factors.

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

   Entity/Debt               Rating          Prior
   -----------               ------          -----
Intrum AB (publ)      LT IDR BB  Affirmed       BB
                      ST IDR B   Affirmed       B

   senior unsecured   LT     BB  Affirmed       BB



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

BULB ENERGY: Centrica Encouraged to Make Offer, Emails Reveal
-------------------------------------------------------------
Gill Plimmer and Jane Croft at The Financial Times report that
Centrica was encouraged to make an offer for collapsed energy
supplier Bulb and told that UK government support was on offer,
according to emails revealed as part of a deepening battle over the
sale of the company, which has received the biggest state bailout
since the financial crisis.

According to the FT, ScottishPower, British Gas owner Centrica and
Eon were told in the High Court on Dec. 6 that a judicial review
they had brought to challenge the sale would be heard early next
year, meaning the planned transfer of Bulb to Octopus Energy on
Dec. 20 will be overshadowed by the threat of legal action.

The delay to the court hearing was needed to allow sufficient time
for disclosure of key government documents on the terms of the
sale, the three companies argued, the FT notes.

However, Octopus and the administrators to Bulb had argued that any
delay could raise the cost to taxpayers as the energy to supply
Bulb's 1.5 million customers is unhedged, the FT relates.

The issue of government backing is crucial because the three
companies have argued in court that state support, known as the
government-backed adjustment mechanism, was not on offer during the
sales process, the FT states.

Fast-growing Octopus is expected to pay between GBP100 million and
GBP200 million to buy Bulb, with an undisclosed package of state
support to buy the energy needed for the company's 1.5 million
customers, the FT discloses.

But the deal has become increasingly contentious, with the
government declining to reveal the terms of the sale and the legal
battle pitting the old guard against one of the most prominent
"challenger" energy companies, the FT says.

Lazard, the investment bank handling the sale for the government,
told Centrica in emails on Aug. 1, seen by the FT, that "the
government has been open to discussions relating to required
support".

Although the bidding process had formally closed with Octopus
emerging as the sole suitor, Lazard invited Chris O'Shea,
Centrica's chief executive, to participate, the FT notes.

"While we are well past binding bid dates, if you have a
proposition you would like to discuss, please do send it in
writing," the FT quotes Lazard as saying in the email, which also
included an offer to meet Mr. O'Shea in person.

According to the FT, Centrica said Lazard had declined to reveal
the terms of the deal despite requirements under state aid rules
when substantial amounts of government funding are involved. It
also said that second-stage process bid documents had made it clear
that there was no aid on offer.

The cost of Bulb's rescue has soared, with taxpayers and customers
on the hook, the FT relays.  The Office for Budget Responsibility
has estimated that the bill will stretch to GBP6.5 billion,
equivalent to more than GBP200 per household, the FT discloses.

On Dec. 6 Citizens Advice also wrote to Grant Shapps, the secretary
of state for business, energy and industrial strategy, to say it
was concerned there was not "sufficient information [on the Bulb
deal] to assess the potential impact and hence ensure consumer
interests are properly safeguarded", the FT recounts.


CD&R FIREFLY: Moody's Affirms 'B2' CFR & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Investors Service affirmed CD&R Firefly 4 Limited's (Motor
Fuel Group, MFG or the company) B2 corporate family rating and
B2-PD probability of default rating. Simultaneously, Moody's
affirmed the B1 instrument ratings of the backed senior secured
first-lien term loans maturing in 2025, the backed senior secured
revolving credit facility (RCF), the backed senior secured letter
of credit facility both due in 2024, all issued by CD&R Firefly
Bidco Limited (MFG), and the 300 million backed senior secured term
loan B3 due 2025 issued by Motor Fuel Limited. Moody's also
affirmed the Caa1 rating of the backed senior secured second lien
term loan maturing in 2026, issued by CD&R Firefly Bidco Limited
(MFG). Motor Fuel Limited is the sole borrower of the backed senior
secured first-lien term loan B3. The outlook of CD&R Firefly 4
Limited, CD&R Firefly Bidco Limited (MFG) and Motor Fuel Limited
has been changed to stable from negative.

The rating actions reflect:

The company's strong trading performance since May 2021, driven by
rising fuel margins and fuel volumes recovering towards 2019
levels

Further deleveraging to 5.7x at September 2022, expected to remain
around 6x over the next 12-18 months

RATINGS RATIONALE

MFG's B2 CFR reflects its i) strong market position as the largest
petrol station operator in the UK by number of sites, with a
high-quality forecourt network, ii) stable cash flows, iii) growing
convenience retail and food-to-go markets providing significant
roll-out opportunities across its estate, and iv) experienced
management team. The B2 rating is also underpinned by MFG's company
owned-franchise operated (COFO) business model, with limited fixed
costs and relatively predictable income streams.

Leverage, measured in terms of Moody's adjusted gross debt to
EBITDA, stood at 5.7x as of September 30, 2022, down from 6.2x at
the end of 2021 and in the middle of the 5.25x-6.25x range expected
for the B2 rating. The company's operating performance during the
first nine months of 2022 was strong, with reported EBITDA of
GBP292.8 million, up 15.1% year-on-year, driven by rising fuel
margins, recovering fuel volumes, broadly stable retail margins,
and a strong increase in food-to-go profits albeit from a small
base. The fuel performance was achieved in the context of very high
volatility in wholesale costs, rising energy costs and changes in
consumers behaviour leading to lower traffic volumes. MFG has
continued to develop its network with 27 site redevelopments in the
first nine months of 2022, including 24 Food to Go concessions,
taking the total of sites with a Food to Go concession to 165. The
company has opened 40 ultra rapid electric vehicle charging hubs,
with 19 additional ones awaiting energisation and 18 more in the
pipeline. Free cash flow generation remained broadly stable
compared to the first nine months of 2021, with the stronger
operating performance (EBITDA) and lower M&A outflows broadly
offsetting lower working capital inflows, higher interest costs and
higher capital spending.

Moody's expects leverage to remain around 6x over the next 12-18
months, with material deleveraging constrained mainly due to
reduced fuel margins. Fuel margins have continued to increase
during 2022 and are currently at a historic peak (MFG reported 13.1
pence per litre in Q3 2022). Moody's expectations reflect the
assumption that fuel margins will reduce towards the levels of 2021
(10.4 pence per litre) over the course of the next 12-18 months,
still well above the 9.6 and 6.7 pence per litre of 2020 and 2019,
respectively.

The company has a track record in terms of periodic re-leveraging
through large dividend payments, with two transactions completed
between 2019 and 2021. The rating action does not factor in the
risk of additional dividend recapitalisation or other transactions
leading to a re-leveraging of the company's capital structure.

ENVIRONMENTAL, SOCIAL & GOVERNANCE CONSIDERATIONS

MFG's ESG Credit Impact Score is very highly negative (CIS-5). This
reflects Moody's assessment that ESG attributes are overall
considered to have a very high impact on the current rating driven
by governance risk exposures including an aggressive financial
strategy, high leverage, as evidenced by two successive dividend
recapitalisations over the last three years, and its majority
private equity ownership. High environmental and social risk
exposures are mainly related to the company's fuel sales
activities.

LIQUIDITY

Moody's views MFG's liquidity as good with GBP330.7 million cash on
balance sheet and expectations of meaningful positive free cash
flows over the next 12-18 months. Liquidity is further supported by
an undrawn backed senior secured revolving credit facility of
GBP305 million maturing in June 2024. Moody's considers this
revolving credit facility to be more than adequate to cover
intra-quarter working capital needs.

STRUCTURAL CONSIDERATIONS

The B1 rating of the backed senior secured first-lien term loans,
the backed senior secured RCF and the backed senior secured letter
of credit facility reflects their ranking ahead of the subordinated
backed senior secured second-lien term loan, which is rated Caa1,
given its subordinated position in the event of a default. The
backed senior secured first-lien term loans have a security package
comprising guarantees from all material operating subsidiaries on a
first-ranking basis, while the outstanding GBP325 million backed
senior secured second-lien term loan, on a post-transaction basis,
share the same security on a second-ranking basis. Any additional
issuance of first lien debt would exert negative rating pressure on
its B1 rating. The borrower of all the facilities except the
first-lien term loan B3 is CD&R Firefly Bidco Limited (MFG) and all
the facilities are guaranteed by CD&R Firefly 4 Limited and all
material operating subsidiaries on a first-ranking basis.

RATING OUTLOOK

The stable outlook reflects Moody's expectations of leverage
remaining around 6x over the next 12-18 months as well as the
absence of re-leveraging transactions such as dividend
recapitalisations or even risk associated with a potential transfer
of ownership.

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

The ratings could experience upward pressure if Moody's-adjusted
gross leverage was expected to sustainably reduce below 5.25x. An
upgrade would also require expectations of broadly stable fuel
volumes and margins as well as reduced event risk associated with
potential dividend recapitalisations or with a transfer of
ownership.

On the other hand, negative pressure could be exerted on MFG's
ratings if i) Moody's-adjusted gross leverage increased above 6.25x
over the next 12-18 months; ii) potential additional dividend
payments or a potential transfer of ownership were expected to
raise leverage above this level; iii) free cash flow were to turn
negative for an extended period; iv) or in case of a weaker than
expected liquidity. Negative pressure could ensue also if the
company does not address its refinancing needs well ahead of debt
maturities.

The leverage requirements are slightly more stringent than the
previous 5.5x-6.5x range required for the B2 rating reflecting the
generally higher interest rates environment compared to previous
market conditions.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Retail
published in November 2021.

CORPORATE PROFILE

Headquartered in St Albans, MFG is the largest independent
forecourt operator in the United Kingdom with 927 stations as at
September 2022 operating under multiple fuel brands. The company
mainly operates petroleum filling stations and offers convenience
retailing stores and a small but rapidly growing food-to-go
proposition. It has grown through a combination of transformative
and bolt-on acquisitions as well as solid organic performance. The
company has been majority owned by funds managed by private equity
firm Clayton Dubilier & Rice (CD&R) since 2015.

CINEWORLD GROUP: Intends to Emerge from Ch.11 Bankruptcy Intact
---------------------------------------------------------------
Thomas Buckley, Irene Garcia Perez and Thomas Seal at Bloomberg
News report that Cineworld Group Plc said it intends to emerge from
bankruptcy intact after senior lenders were said to be considering
a sale process for its east European operations.

The London-based company filed for Chapter 11 bankruptcy in Texas
in September to cut a near US$9 billion pile of debt and leases,
Bloomberg recounts.

"Cineworld remains committed to working with its key stakeholders
to develop a Chapter 11 reorganization plan that seeks to maximize
value for the benefit of moviegoers and all other stakeholders,"
Bloomberg quotes a spokesperson as saying on Dec. 4.  "Cineworld
has not initiated, and does not intend to initiate, an individual
auction for any of its US, U.K. or RoW [rest of world] businesses
on an individual basis."

The statement follows a Bloomberg report on Dec. 2 that Cineworld's
creditors had held talks about breaking up the chain and selling
its eastern European operations.  According to people familiar with
the matter, who asked not to be identified discussing private
deliberations, the company's largest senior creditors were weighing
the sale of Cinema City, Yes Planet and Rav-Chen, an Israeli
operation. The eastern European operations include cinemas in
Poland, Hungary and Romania, Bloomberg notes.

                   About Cineworld Group PLC

London-based Cineworld Group PLC was founded in 1995 and is the
world's second-largest cinema chain.  Cineworld operates 751 sites
with 9,000 screens in 10 countries, including the Cineworld and
Picturehouse screens in the UK and Ireland, Yes Planet in Israel,
and Regal Cinemas in the US.

According to The Guardian, the Griedinger family, including Mooky's
brother and deputy chief executive, Israel, have struggled to
maintain control of the ailing business but have been forced to
reduce their stake from 28% in recent years.  Cineworld's top five
investors include the Chinese Jangho Group at 13.8%, Polaris
Capital Management (7.82%), Aberdeen Standard Investments (4.98%)
and Aviva Investors (4.88%).

The London-listed Cineworld, which has run up debt of more than
$4.8 billion after losses soared during the pandemic, is pinning
its hopes on a meatier slate of movies in 2022 to bounce back from
a two-year lull.

Cineworld Group plc and 104 affiliates sought Chapter 11 protection
(Bankr. S.D. Tex. Lead Case No. 22-90168) on Sept. 7, 2022,
estimating more than $1 billion in assets and debt.

PJT Partners LP is providing financial advice, Kirkland & Ellis LLP
and Slaughter and May are acting as legal counsel and AlixPartners
LLP is serving as restructuring advisor to Cineworld.  Jackson
Walker LLP is the co-bankruptcy counsel.  Kroll is the claims
agent.


CO-OPERATIVE BANK: Moody's Raises Long Term Deposit Rating to Ba1
-----------------------------------------------------------------
Moody's Investors Service upgraded the long-term deposit ratings of
The Co-operative Bank plc (The Co-operative Bank) to Ba1 from Ba2,
as well as its standalone Baseline Credit Assessment (BCA) to ba2
from ba3. The bank's long- and short-term Counterparty Risk Ratings
were upgraded to Baa3 and Prime-3 from Ba1 and Not Prime and the
long-term Counterparty Risk Assessment was also upgraded to
Baa2(cr) from Baa3(cr). The bank's other short term ratings were
affirmed. The senior unsecured debt rating of The Co-operative Bank
Finance p.l.c. (The Co-operative Bank Finance), the holding company
of The Co-operative Bank, was upgraded to Ba3 from B1.

The outlook on the senior unsecured debt rating of The Co-operative
Bank Finance and on the long-term deposit ratings of The
Co-operative Bank has been changed to positive from stable.

RATINGS RATIONALE

Moody's said the upgrade of The Co-operative Bank's long-term
deposit ratings and the upgrade of its BCA reflect the bank's
improving profitability driven by higher interest rates which has
enabled the bank to become compliant with all regulatory buffer
requirements. The bank is now able to meet its Prudential
Regulatory Authority buffer requirement, as its improved
profitability offsets capital erosion under the regulatory stress
test. Together, these are clear signals of the bank's progress
towards a sustainable capital generative business model.

The rating agency said that significantly higher base rates in the
UK with an expectation of further increases to come along with the
secured and high quality nature of the bank's lending operations
will support core profitability and hence further internal capital
generation. While loan and asset growth will be moderate over the
next 12-18 months, the bank will be able to reprice its mortgage
loans at higher rates which along with robust deposit margins will
lead to growth in net interest income. As of June 2022, the bank's
capitalization, as measured by Moody`s ratio of Tangible Common
Equity to risk weighted assets, was a very high 34.2%, and the
bank's improved profitability means that the bank would be able to
restore its capital to levels in line with its requirements in a
stress, supporting the rating agency's improved view of its capital
strength.

The bank`s asset risk is expected to remain low, despite downward
pressures from the current operating environment, with cost of risk
normalising and with coverage levels remaining adequate
particularly in light of the highly secured nature of its loan
book.

Despite improvements, the bank`s efficiency and its leverage remain
weak particularly compared to peers. The Co-operative Bank's
earnings will still be constrained by its still high cost to income
ratio. The bank is currently in the process of transitioning its
mortgage operations onto one technology platform which, once
completed, will reduce the bank's overheads over the next two to
three years. Moody`s also notes that the bank`s 2021 net income was
heavily reliant on the use of deferred tax assets which will likely
continue to be a key factor in net income levels over the coming
years.

The Co-operative Bank's cost of funding benefits from its large
share of low cost deposits, which account for around 75% of total
funding and of which 40% are current accounts which bear no
interest. Moody's also notes that the The Co-operative Banks
Finance's senior unsecured debt of GBP250 million issued in April
2022 will also add some pressure to interest expense.

Governance is highly relevant for The Co-operative Bank, as it is
to all firms operating in the financial services industry,
particularly in light of its loss making past and historic asset
risk issues. Moody`s notes that the bank has been on a de-risking
and recovery plan since 2017 with an explicit aim to become
profitable and return to a sustainable business model. Now that the
bank has become fully capital buffer compliant including on a
stress basis, the rating agency recognises this important
achievement as a sign of reduced governance risks and supportive of
the ratings upgrade.

The Co-operative Bank Finance's minimum requirements for own funds
and eligible liabilities (MREL) compliant GBP250 million issuance
in 2022 coupled with Moody's expectation that the bank's balance
sheet will only moderately grow over the outlook horizon, provides
protection to The Co-operative Bank's junior depositors. This
results in an unchanged notching under Moody's Loss Given Failure
analysis to the bank's long-term deposit rating and the holding
company's senior unsecured debt rating which are one notch above
and one notch below the bank's ba2 BCA, respectively.

OUTLOOK

The outlook on The Co-operative Bank Finance's senior unsecured
debt rating and The Co-operative Bank's long-term deposit ratings
has been changed to positive. The outlooks reflect further
potential improvements in The Co-operative Bank's core
profitability, supporting capitalisation, which would be more
commensurate with a higher rating,

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

The Co-operative Bank's BCA could be upgraded following a
combination of further improvement in profitability, implying
durable and sustainable internal capital generation, and a
reduction in its cost base driven by a successful IT platform
transition. A lower regulatory pillar 2A capital requirement in
recognition of the reduction in execution risk from completion of
the mortgage platform migration could also lead to a ratings
upgrade. An upgrade of the BCA would lead to an upgrade of the
long-term deposit ratings of The Co-operative Bank and the senior
unsecured debt rating for The Co-operative Bank Finance. The
Co-operative Bank Finance's senior unsecured debt rating and The
Co-operative Bank's long-term deposit ratings could also be
upgraded following a material increase in the stock of bail-in-able
liabilities issued by The Co-operative Bank Finance or by The
Co-operative Bank.

Given the positive outlook there is limited downward pressure on
the bank's ratings.

LIST OF AFFECTED RATINGS

Issuer: The Co-operative Bank Finance p.l.c.

Upgrades:

Long-term Issuer Ratings, upgraded to Ba3 from B1, outlook changed
to Positive from Stable

Senior Unsecured Regular Bond/Debenture, upgraded to Ba3 from B1,
outlook changed to Positive from Stable

Affirmations:

Short-term Issuer Ratings, affirmed NP

Outlook Action:

Outlook changed to Positive from Stable

Issuer: The Co-operative Bank plc

Upgrades:

Long-term Counterparty Risk Ratings, upgraded to Baa3 from Ba1

Short-term Counterparty Risk Ratings, upgraded to P-3 from NP

Long-term Bank Deposits, upgraded to Ba1 from Ba2, outlook changed
to Positive from Stable

Long-term Counterparty Risk Assessment, upgraded to Baa2(cr) from
Baa3(cr)

Baseline Credit Assessment, upgraded to ba2 from ba3

Adjusted Baseline Credit Assessment, upgraded to ba2 from ba3

Affirmations:

Short-term Bank Deposits, affirmed NP

Short-term Counterparty Risk Assessment, affirmed P-3(cr)

Outlook Action:

Outlook changed to Positive from Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks
Methodology published in July 2021.

ELITE SPORTS: Newport County Shop Closed Following Administration
-----------------------------------------------------------------
Ryan O'Neill at WalesOnline reports that Newport County has been
left unable to sell any merchandise after one of its suppliers fell
into administration.

In late November Elite Sports Group announced it had entered
administration due to financial difficulties, WalesOnline
recounts.

The company manages the physical and online retail operations of a
number of clubs using the brand Hummel including Southampton,
Coventry City and Millwall.  Its financial problems have left some
clubs facing supply issues with merchandise and orders going into
the festive season, WalesOnline discloses.

Newport County has confirmed it is among the clubs affected, saying
in a statement that Elite's administration had resulted in the
immediate closure of its club shops at Kingsway Centre in Newport
city centre and at Rodney Parade stadium, WalesOnline notes.  Its
online store, which was also operated by Elite, has also been
forced to close meaning the club cannot sell merchandise until
further notice, WalesOnline states.

According to WalesOnline, a statement on the club's website said:
"As a result of Elite entering into administration, we have been
made aware the club shop and online retail operation -- which are
both run by Elite -- are closed as of [Tues]day.  The club is now
working with the appointed administrators to fully understand the
process of moving forward.

"In particular, we are working with the administrators to seek
solutions in relation to the club shop in Kingsway, Rodney Parade
and online shop.  It is important to emphasise that Elite is a
completely separate company that provides its services to a number
of football clubs across the UK.  We will communicate further once
we have more clarity on the situation and we thank supporters for
their patience."

A Newport County spokesperson confirmed on Dec. 6 that all its
shops remain closed, WalesOnline notes.


GFG ALLIANCE: Gupta May Lose Control of Steel Plants in Belgium
---------------------------------------------------------------
Sylvia Pfeifer at The Financial Times reports that Sanjeev Gupta
faces losing control of his steel plants in Belgium after the
approval of a judicial restructuring of his operations in the
country, paving the way for their eventual sale.

According to the FT, a court in the city of Liege last week upheld
a request by workers at Mr. Gupta's Liberty Steel subsidiary to
start the restructuring and appointed a legal representative to
oversee the sale of the two plants at Flemalle and Tilleur.

Under the process, which is designed to protect the business from
creditors and will initially run until the end of next April, the
plants will be managed by a second court appointee, the court
confirmed, adding that a buyer would be sought for all or part of
the operations, the FT discloses.

A sale would be a setback to Mr. Gupta, who has been battling to
hold together his global metals empire GFG Alliance since the
collapse in March 2021 of its main lender Greensill Capital amid
allegations of fraud, the FT notes.

The two Belgian steel plants, which together employ about 650
people, operate under GFG's steel arm, Liberty Steel Group.

GFG acquired the sites and a facility in Dudelange, Luxembourg,
from ArcelorMittal in 2018.

Mr. Gupta in May successfully appealed against a decision that
called for the Belgian business to be liquidated after a judge
rejected a restructuring plan, the FT recounts.

Since then, however, soaring energy prices in Europe in the wake of
the war in Ukraine, coupled with falling customer demand, have
severely affected operations at the two plants, which have been
idled for several weeks, the FT discloses.

Liberty Steel Group last month described the request to open
restructuring proceedings as "counter to the significant efforts"
made by the company to identify a sustainable future for the
businesses and warned it "may consider appropriate legal action"
once the court had made its decision, the FT recounts.

According to the FT, on Dec. 2 the company confirmed that "Liberty
Steel Group, the management team of Liberty Liege and its unions
jointly requested the Liege Enterprise Court's opening of a
judicial reorganisation . . . for its Liege plants, which has now
been granted".

"The company's management team, its unions and the court-appointed
administrators will now work collaboratively with other
stakeholders to identify and realise strategic options for the
business, including its sale," the company added.

Liberty Steel last month reached an outline agreement with some of
its creditors, pushing back insolvency proceedings that had been
due to begin in London, the FT relates.  A judge in London
postponed a winding-up hearing until next year to give both sides
time to reach a deal, the FT notes.


TULLOW OIL: Moody's Cuts CFR to Caa1 & Alters Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating of Tullow Oil plc (Tullow, or the company) to Caa1 from B3,
along with the company's probability of default rating to Caa1-PD
from B3-PD and the rating of the outstanding $1,700 million backed
senior secured notes due 2026 to Caa1 from B2. Concurrently,
Moody's confirmed the Caa2 rating of the $800 million backed senior
unsecured notes due 2025. The outlook has been changed to
negative.

The rating action concludes the review for downgrade initiated by
Moody's on October 6, 2022. The rating action reflects Moody's
downgrade of the Government of Ghana's long-term issuer rating to
Ca from Caa2 and the concurrent downward revision of Ghana's local
currency (LC) and foreign currency (FC) country ceilings to Caa1
and Caa2 respectively, from B2 and B3.

RATINGS RATIONALE

Ghana currently accounts for around 70% of Tullow's oil production
and 2P oil reserves, and as such the company has a large
operational concentration in the country. Moody's thus deems that
the creditworthiness of Tullow cannot be completely de-linked from
the credit quality of Ghana, as the rating agency believes that a
weaker sovereign can potentially create a drag on the credit
profile of companies operating within its borders. Although Tullow
has so far been relatively immune to the increasingly difficult
Ghanaian economic environment, it remains exposed to the risk of
adverse changes in the operating environment stemming from
governmental decisions, for instance by means of future, more
adverse policies on the oil and gas sector which could drain on the
company's cash generation and undermine Tullow's ability to service
its debt obligations.

Tullow's CFR and senior secured ratings are constrained by the LC
ceiling of Caa1 due to Tullow's substantial geographic
concentration in the country; however at this stage Moody's does
not view Tullow's foreign currency obligations as being constrained
by the FC ceiling. This is because Tullow (i) is incorporated in
the United Kingdom, (ii) has no local debt in Ghana nor is any debt
obligation subject to local law, and (iii) sells its oil and
collects the related proceeds in US dollars outside the country. So
at this stage Tullow's FC debt is not subject to the risks
affecting FC obligations of locally-domiciled issuers, governed by
local law.

The ESG Credit Impact Score is CIS-2 (neutral-to-low), revised from
CIS-4, since ESG considerations are no longer the major constraint
for the rating, while the rating remains constrained by the country
ceiling.

LIQUIDITY

Tullow's liquidity position is good. Moody's assessment considers
the company's (i) projected positive Free Cash Flow (FCF)
generation in 2022-23, (ii) retention of adequate cash balances and
(iii) access to a committed $500 million cash tranche of the
Revolving Credit Facility (RCF) due December 2024 borrowed by
Tullow Oil plc, which is currently undrawn and expected to remain
unutilised. Internally generated cash flows and available cash
should comfortably cover all of Tullow's funding needs over the
next 12-18 months. Moody's assessment also considers that Tullow's
cash availabilities are entirely kept outside of Ghana.

STRUCTURAL CONSIDERATIONS

The Caa1 rating of the $1,700 million backed senior secured notes
due 2026 is in line with the CFR and constrained at the level of
Ghana's local currency country ceiling. While the notes rank pari
passu with a $500 million cash tranche of the RCF, in an
enforcement scenario the latter ranks ahead of the backed senior
secured notes. The Caa2 rating on the $800 million backed senior
unsecured notes due 2025 is one notch below the CFR, reflecting the
high amount of secured debt ranking ahead of the backed senior
unsecured notes.

RATING OUTLOOK

The negative outlook reflects the risk of a potential deterioration
in the operating environment in Ghana stemming from possible fiscal
consolidation measures being implemented by the Ghanaian
government, adversely impacting Tullow's credit profile in the next
12-18 months. Moody's could consider a stabilization of the outlook
over the next 12-18 months should the operating environment in
Ghana not deteriorate materially.  

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

At this juncture, Tullow's ratings could be upgraded if the company
were to materially diversify its production away from Ghana towards
a jurisdiction that carries a higher sovereign rating. Subject to
an upgrade of the Ghanaian government bond rating and local
currency ceiling, an upgrade could be considered provided Tullow's
financial profile does not deteriorate from recent historical
levels as at the end of the twelve months ended June 2022.

Tullow's ratings could come under negative pressure if the
company's E&P debt to total average daily production remains
sustainably above $60,000 or if retained cash flow to debt falls
below 10%. Weakening liquidity including a failure to refinance the
2025 maturities at least 12 months in advance could also lead to a
downgrade.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Independent
Exploration and Production published in August 2021.

COMPANY PROFILE

Tullow Oil plc is a UK-domiciled independent exploration and
production oil and gas company, with producing assets located in
Ghana, Gabon and Cote d'Ivoire, and contingent resources in Kenya
and Guyana. The company holds over 30 licenses across 8 countries
and produced on average 61.8 barrels of oil equivalent per day in
the ten months to October 2022. Tullow Oil plc is listed on the
London and Ghanaian Stock Exchanges.  


                           *********


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

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

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

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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