---

       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 14, 2022, Vol. 23, No. 243

                           Headlines



A R M E N I A

ACBA BANK: Fitch Affirms LT IDR at 'B+', Alters Outlook to Stable
ARDSHINBANK CJSC: Fitch Affirms 'B+' LT IDR, Outlook Now Stable


B U L G A R I A

NEK: S&P Alters Outlook to Positive, Affirms 'BB-' Long-Term ICR


C Y P R U S

FTX GROUP: Cyprus Watchddog Plans to Extend EU License Suspension


G R E E C E

NATIONAL BANK: Moody's Gives (P)B1 Rating to EUR5BB MTN Programme


I R E L A N D

DRYDEN 103 EURO 2021: Fitch Assigns Final 'B-sf' Rating to F Notes
HARVEST CLO VIII: Fitch's Outlook on B+sf F-R Notes Rating, Stable
MAN GLG IV: Moody's Affirms B1 Rating on EUR9.5MM Class F Notes


I T A L Y

CENTURION NEWCO: S&P Downgrades ICR to 'B-', Outlook Stable
EOLO SPA: S&P Downgrades ICR to 'B-', Outlook Stable


K A Z A K H S T A N

KAZYNA CAPITAL: Fitch Affirms 'BB+' LongTerm IDRs, Outlook Stable
KCELL JSC: Fitch Affirms LongTerm IDR at 'BB+', Outlook Stable


N E T H E R L A N D S

DTEK ENERGY: Fitch Lowers LongTerm IDRs to 'C' on Tender Offer
DTEK RENEWABLES: Fitch Affirms LongTerm IDRs at 'C' on Tender Offer
TRAVIATA BV: Fitch Affirms LongTerm IDR at 'B', Outlook Stable


S P A I N

GRUPO ANTOLIN: S&P Downgrades ICR to 'B-', Outlook Stable


U N I T E D   K I N G D O M

BURLEIGHS GIN: Appoints Administrators, Business Put Up for Sale
DAWNFRESH SEAFOODS: Fish Farming Unit Solvent at Time of Collapse
FIRBER ENGINEERING: Goes Into Administration, Buyer Sought
MOTION MIDCO: S&P Affirms 'CCC' Notes Rating, Alters Outlook to Pos
PAVILLION MORTGAGES 2022-1: Fitch Puts BB(EXP)sf Rating on E Notes

THURROCK COUNCIL: Has GBP500MM Funding Gap Over Failed Investments

                           - - - - -


=============
A R M E N I A
=============

ACBA BANK: Fitch Affirms LT IDR at 'B+', Alters Outlook to Stable
-----------------------------------------------------------------
Fitch Ratings has revised ACBA Bank Open Joint-Stock Company's
(ACBA) Outlook to Stable from Negative and affirmed its Long-Term
Issuer Default Rating (IDR) at 'B+'. The agency has also affirmed
the bank's Viability Rating (VR) at 'b+'.

The revision of the Outlook on ACBA's IDR reflects net positive
spillover effects from the Russia-Ukraine conflict to Armenia's
economy in 2022. These have translated into a favourable operating
environment for local banks, which is supporting performance
indicators at above historical-average levels and mitigating
asset-quality risks for ACBA and whole banking sector.

KEY RATING DRIVERS

IDR Reflects Intrinsic Credit Profile: ACBA's IDR reflects its
intrinsic creditworthiness, as underlined by its 'b+' VR. This is
influenced by Fitch's assessment of the potentially cyclical
operating environment in Armenia and resulting credit risks from
the highly dollarised and concentrated local economy. The rating
also reflects the bank's notable franchise in high-risk lending to
individual farmers, which is to some extent counterbalanced by
reasonable core capital ratios, moderate profitability and high
reliance on wholesale funding sources, which is a feature of the
Armenian banking sector.

Currently Favourable Operating Environment: The continuing large
influx of foreign, mainly Russian, visitors and money transfers
into Armenia has underpinned the country's strong economic growth
in 2022, which is likely to moderate yet remain solid in 2023
(Fitch forecasts 5.1%). This has translated into credit-demand
recovery as well as visible improvements in a wide range of
financial metrics across the banking sector.

Significant local currency appreciation (18% against the US dollar
in 11M22) has underpinned borrowers' ability to service debt in the
highly dollarised banking sector (38% of system loans and 44% of
deposits).

Moderate Franchise: ACBA, the fourth-largest Armenian bank, focuses
on agriculture, retail and SMEs, though with limited pricing power
and a moderate 10% loans share in a fragmented and competitive
market. The performance of its traditional-banking franchise is
highly correlated with economic cycles, given its focus on retail
lending and its reliance on net interest income as the main source
of revenue.

Focus on Agricultural Sector: ACBA has a significant loan exposure
to inherently high-risk individual farmers and consumer finance
(combined 45%of gross loans). ACBA's heightened risk appetite is
mitigated by lower-than-average loan book dollarisation (23%
against the sector average of 38%) and high portfolio granularity.

Asset-Quality Metrics Improved: Credit risk mainly stems from
ACBA's loan book (equal to 71% of assets at end-3Q22). Impaired
loans (Stage 3 plus purchased or originated credit-impaired) ratio
decreased to 3.4% of gross loans at end-3Q22 (end-2021: 4.5%) due
to lower impaired loan generation and lending growth recovery.
Coverage of impaired loans by specific loan-loss reserves was a low
28%at end-3Q22. Positively, net impaired loans made up a limited
11% of Fitch core capital (FCC). A favourable operating environment
also contributed to a lower Stage 2 loans ratio at 2.4% at end-3Q22
(end-2021: 4.7%).

Strong Performance in 9M22: Operating profit increased to a record
5% of risk-weighted assets (RWAs) in 9M22 from 2.5% in 2021. This
was driven by additional income earned on currency-conversion
operations and trading. Fitch expects ACBA's profitability to
moderate in 2023 but to be still stronger than the historical
average on the back of continuing human and financial inflows to
Armenia.

Sufficient Capital Buffers: The bank's FCC ratio improved about
50bp to 17% on the back of higher internal capital generation in
9M22. Fitch expects ACBA to maintain capital buffers that are
comfortably above regulatory minimum requirements.

Stable Funding and Liquidity: ACBA's high 133% loans-to-deposits
ratio reflects of significant reliance on non-deposit funding (28%
of total liabilities at end-3Q22). Liquid assets (including cash,
due from banks, unpledged securities and the unrestricted part of
mandatory reserves in the Central Bank of Armenia) net of wholesale
funding repayments scheduled for the next 12 months covered an
adequate 28% of customer accounts at end-3Q22, while Fitch believes
that maturing wholesale funding could be at least partly rolled
over.

Extraordinary Support Unlikely: ACBA's 'no support' (ns) Government
Support Rating (GSR) reflects Fitch's view that the Armenian
authorities have limited financial flexibility to provide
extraordinary support to the bank, if necessary, due to the banking
sector's large foreign-currency liabilities relative to the
country's international reserves.

RATING SENSITIVITIES

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

A downgrade of ACBA's ratings could result from material
deterioration in the operating environment beyond Fitch's base
case, leading to a sharp increase in problem assets, with the
impaired loans ratio rising sustainably above 8% and significantly
weighing on profitability and capital.

Regulatory capital ratios just around or below the regulatory
minimum required levels, including additional buffers, could also
lead to a downgrade. Material funding disruptions could also
trigger a downgrade if they translate into serious refinancing
issues for the bank, which it is unable to mitigate with available
local- and foreign-currency liquidity.

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

An upgrade of ACBA's IDRs and VR would require the sovereign
upgrade, coupled with an improvement of Fitch's assessment of the
local operating environment as well as a stronger and more diverse
business profile of the bank.

ESG CONSIDERATIONS

ACBA has a score of '3' for Exposure to Environmental Impacts
against the standard score of 2. The score reflects the bank's
significant exposure to the agricultural sector (31% of gross loans
at end-3Q22) and the associated climate risks.

Unless otherwise state 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
   -----------                     ------          -----
ACBA BANK Open
Joint-Stock
Company          LT IDR             B+ Affirmed       B+
                 ST IDR             B  Affirmed       B
                 Viability          b+ Affirmed       b+
                 Government Support ns Affirmed       ns

ARDSHINBANK CJSC: Fitch Affirms 'B+' LT IDR, Outlook Now Stable
---------------------------------------------------------------
Fitch Ratings has revised Ardshinbank CJSC's (Ardshin) Outlook to
Stable from Negative and affirmed its Long-Term Issuer Default
Rating (IDR) at 'B+'. Fitch has also affirmed the Viability Rating
(VR) at 'b+'.

The revision of the Outlook considers so far net positive
spill-over effects from the Russia-Ukraine conflict to Armenia's
economy in 2022. These have translated into a favourable operating
environment for local banks, which is supporting performance
indicators at above historical average levels and mitigating
significant asset quality risks at Ardshin and the banking sector
in whole.

KEY RATING DRIVERS

IDR Captures Intrinsic Strength: Ardshin's 'B+' IDR is underpinned
by the bank's intrinsic strength, which is significantly influenced
by Fitch's assessment of the potentially cyclical operating
environment in Armenia and resulting credit risks from the highly
dollarised and concentrated local economy. The rating also reflects
the bank's leading universal franchise (17% of system assets at
end-3Q22), albeit limited pricing power in a rather granular
sector; historically only moderate but gradually improving
profitability; and high reliance on wholesale funding sources.

Currently Favourable Operating Environment: The continuing large
influx of foreign, mainly Russian, visitors and money transfers
into Armenia has underpinned the country's strong economic growth
in 2022, which is likely to moderate but remain solid in 2023
(Fitch forecasts 5.1%). This has translated into credit demand
recovery as well as visible improvements in a wide range of
financial metrics across the banking sector. Significant local
currency appreciation (18% against the US dollar in 11M22) has
underpinned borrowers' ability to service debt in the context of
the highly dollarised banking sector (38% of system loans and 44%
of deposits).

Explosive Growth in Business Volumes: Ardshin became one of the
main beneficiaries of the increased inflow of individuals and
associated money transfers to Armenia in 9M22. Customer accounts
rose by 52% in 9M22 (sector average: 14%), while gross revenues by
167% (sector average: 91%). This is because the bank has leveraged
on its leading franchise and competitive advantage in international
money transfers, and concluded one M&A deal. The above-market
growth may also reflect that Ardshin's appetite for opportunistic
strategies is higher than peers, although this allowed the bank to
secure solid one-off capital gains in 9M22.

Asset Quality Metrics Improved: Impaired loans reduced to a low 3%
of gross loans at end-3Q22 from 6% at end-2021 due to write-offs
and some recoveries. Similarly, Stage 2 loans declined to 6% at
end-3Q22 from 7% at end-2021, which Fitch believes may also be of
high credit risk, judging by the bank's largest exposures. The
amount of impaired and Stage 2 loans (net of specific loan loss
allowances) materially reduced to a moderate 0.3x Fitch Core
Capital (FCC) at end-3Q22 from a high 0.6x at end-2021. The
above-average proportion of foreign-currency loans (48% of gross
loans) remains a fundamental weakness of Ardshin's asset quality.

Exceptional Performance in 9M22: Ardshin reported a record-high
operating profit of 10.5% of risk-weighted assets in 9M22
(2018-2021 average: 2.2%). The extremely strong performance was
mainly driven by additional incomes from transaction banking and
currency conversion operations. Fitch expects Ardshin's
profitability to significantly moderate in 2023 but to be still
stronger than the historical average on the back of continuing
human and financial capital inflows to Armenia.

High Capitalisation, Much Above Target: The bank's FCC ratio
strengthened to 22% at end-3Q22 from 17% at end-2021 on the back of
a very strong operating performance and low nominal loan growth.
Fitch expects the ratio to remain elevated in 2023, despite
favourable growth prospects and potentially sizeable dividend
pay-outs. In the long-term, Fitch believes the current FCC ratio is
not sustainable, as it is significantly above the target level.

Sizeable Deposit Inflows, Abundant Liquidity: Ardshin's
loans/deposits ratio improved considerably to 88% at end-3Q22 from
141% at end-2021. This was due to a sizeable one-off deposit inflow
from both non-residents and residents, and sluggish nominal loan
growth. Risks are mitigated by the bank's solid liquidity position.
The liquid assets, including cash, due from banks and unpledged
government bonds, equalled 95% of customer accounts (or 53% of
liabilities) at end-3Q22. The maturity profile of the large
wholesale funding (equal to 41% of total liabilities) is mostly
long-term. Wholesale funding due within the next 12 months
accounted for a moderate 11% of liabilities, while the bank plans
to roll over most of these.

Extraordinary Support Unlikely: Ardshin's Government Support Rating
(GSR) of 'ns' reflects Fitch's view that the Armenian authorities
(sovereign IDR: B+/Stable) have limited financial flexibility to
provide extraordinary support to the bank, if necessary, given the
banking sector's large foreign-currency liabilities relative to the
country's international reserves.

RATING SENSITIVITIES

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

A downgrade of Ardshin's ratings could result from a material
deterioration in the operating environment beyond Fitch's base
case, leading to a sharp increase in problem assets, with the
impaired loans ratio rising sustainably above 8% and significantly
weighing on profitability and capital. Regulatory capital ratios
hovering just around or below the minimum required levels,
including additional buffers, could also lead to a downgrade.

Material funding disruptions could also lead to a downgrade if they
translate in serious refinancing issues for the bank, which it is
unable to mitigate via available local- and foreign-currency
liquidity.

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

A notable improvement of the operating environment in Armenia would
likely result in Ardshin's upgrade.

Ardshin could be rated above 'b+' operating environment if
sovereign rating was upgraded and Ardshin proved recent
improvements in capitalisation level, loan/deposit ratios and
profitability were sustainable.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

The bank's senior unsecured Eurobonds, which were issued by an SPV,
Netherlands-incorporated Dilijan Finance B.V., are rated at the
same level as the bank's Long-Term IDR, as the debt represents its
unsecured and unsubordinated obligations.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

The bank's senior debt ratings are likely to move in tandem with
the IDR.

ESG CONSIDERATIONS

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

   Entity/Debt                   Rating         Recovery   Prior
   -----------                   ------         --------   -----
Ardshinbank
CJSC            LT IDR             B+ Affirmed                B+  
                ST IDR             B  Affirmed                B
                Viability          b+ Affirmed                b+
                Government Support ns Affirmed                ns

Dilijan
Finance B.V.

   senior
   unsecured    LT                 B+ Affirmed     RR4        B+



===============
B U L G A R I A
===============

NEK: S&P Alters Outlook to Positive, Affirms 'BB-' Long-Term ICR
----------------------------------------------------------------
S&P Global Ratings revised its outlook on Bulgaria-based power
generator NEK to positive and affirmed our 'BB-' long-term issuer
credit rating on the company.

The positive outlook on NEK reflects our expectations that NEK's
and BEH's credit quality will benefit from exceptionally strong
cash flows over the next two to three years, with improved margins
due to the liberalization of the regulated supply market in July
2023.

S&P said, "The positive outlook on NEK reflects our expectation for
further improvement in the group's credit quality. The improvement
in the credit quality of Bulgaria Energy Holding (100% owner of
NEK) is a result of high power prices, strong leverage reduction,
and ongoing market liberalization in Bulgaria, which will result in
higher margins.

"The ongoing European energy crisis triggered by the Russia-Ukraine
conflict has resulted in extremely volatile gas and power prices
that have remained well above our previous base case. We now expect
power prices to remain higher for longer, because we do not think
the European energy market will return to the pre-war status quo
even once the conflict ends. The average day ahead price in
Bulgaria was EUR350 per megawatt hour (/MWh) as of Dec. 8, 2022
compared with EUR220 in December 2021, and BEH's fixed-cost nuclear
and hydro generation will largely benefit from it. We forecast the
group's consolidated S&P Global Ratings-adjusted EBITDA to reach a
record high of BGN4.7 billion in 2022 (about EUR2.4 billion) up
from an already healthy BGN2.3 billion in 2021, with funds from
operations (FFO) to debt well above 60%, compared with about 35% in
2021. Given BEH's strong earnings in 2021 and 2022, the Bulgarian
government started to intervene in order to mitigate high power
prices for household and non-household customers, which it partly
funded with the Security of the Electricity System Fund (SESF),
into which BEH has so far paid BGN3.0 billion in 2022. That said,
for 2023-2024, assuming power prices will slightly decline from the
2022 peak, we expect consolidated adjusted EBITDA of about BGN4.1
billion–BGN4.2 billion and FFO to debt of 65%-75%, which is well
above our previous base case. Assuming moderate capital spending of
about BGN960 million annually, a 100% dividend payout to the
Bulgarian state (about BGN210 million–BGN230 million annually)
will lead to very healthy discretionary cash flow, averaging BGN2.4
billion per year over 2022-2024. At the same time, the company
remains exposed to political interference, and we cannot rule out
additional contributions to SESF or extraordinary dividends in
2023.

"Nevertheless, we think full liberalization of the wholesale
markets will structurally improve the group's profitability because
its low variable cost and low carbon hydro and nuclear fleet will
be able to sell their entire output in the unregulated market,
taking full advantage of high power prices. It also reduces
exposure to the weak regulatory regime, resulting in a stronger
business risk profile, although it also exposes the group to
volatility in earnings. We will closely monitor potential
affordability issues for final customers, which could result in NEK
and BEH not being able to fully transfer the increased power prices
on to final customers.

"Overall, we expect improvement in the group's credit quality,
which prompted us to revise the outlook on NEK to positive from
stable.

"NEK's financial performance continues to benefit from higher power
prices, resulting in the improvement of its stand-alone credit
quality. We expect NEK to generate record high adjusted EBITDA in
2022 of BGN1.2 billion (from BGN853 million in 2021), thanks to a
combination of high electricity prices, average hydrological
conditions, and the repayment of legacy debt to the government. In
particular, during 2022, NEK managed to repay BGN1 billion of its
legacy debt to the government of Bulgaria, partly with its own cash
flows and partly with a EUR350 million loan from BEH, which should
result in adjusted debt decreasing to about BGN2.6 billion for 2022
from about BGN3.5 billion in 2021.

"High power prices resulted in much stronger margins for NEK's
unregulated segment due to its low-carbon hydro production. This
should result in a material upswing in earnings and cash flow
generation over 2022 to 2024, coupled with gradual debt reduction.
Even assuming lower market prices from 2023, we assume NEK will
post very healthy adjusted EBITDA of BGN420 million–BGN650
million per year in 2023 and 2024. This performance should result
in exceptionally strong credit metrics, even with the resumption of
dividends paid to BEH, with FFO to debt reaching about 40% in 2022,
then stabilizing at 20%-27%. This prompted us to revise upward the
stand-alone credit profile to 'b+' from 'b'.

"NEK benefits from the liberalization of Bulgaria's electricity
sector, which reduces its public policy mandate and should improve
the marginality of its retail business. We understand NEK's role as
public supplier in the regulated power market will be abolished
from June 2023 and NEK will be able to sell all of the output from
its hydro portfolio on the much more lucrative unregulated market.
We view this as positive for NEK because it will not be exposed to
Bulgaria's electricity regulations, which we view as somewhat
politicized and unpredictable. This is because NEK's role as public
supplier causes a structural deficit, since there is a significant
mismatch between average off-take price paid to the generators and
selling price charged to end-customer. That said, the company's
track record shows that payments from the SESF have broadly covered
the difference between regulated electricity prices and NEK's high
electricity procurement costs.

"The rating on NEK continues to depend on BEH's credit quality. We
view NEK as a highly strategic subsidiary of BEH, given the
former's very important role in Bulgaria's energy system as a
hydropower producer and supplier of last resort and public supplier
of electricity, as well as NEK's transformation from a loss-making
operation historically to a contributor of close to 20% of BEH's
EBITDA. NEK's leverage is slightly higher than BEH's but is
gradually reducing after NEK repaid large legacy debt (BGN1.176
billion in 2022) to the government. In 2023-2024, we expect NEK's
FFO to debt to be 20%-27%, compared with more than 60% for BEH. Our
rating on NEK therefore includes one notch of uplift for parental
support above our 'b+' assessment of NEK's credit quality and is
capped one notch below our 'bb' assessment of BEH's group credit
profile.

"The positive outlook on NEK reflects our expectations that NEK's
and BEH's credit quality will benefit from exceptionally strong
cash flows over the next two to three years due to high-for-longer
power prices compared with our previous base case and improved
margins due to the liberalization of the regulated supply market in
July 2023.

"We expect BEH's performance to remain profitable as it benefits
from the liberalization of Bulgaria's wholesale energy markets,
which is reflected in its improved credit quality, although
liberalized markets are still maturing. We anticipate that the
group's credit metrics will remain elevated for the next two years
with FFO to debt reaching 60%-70%, capital expenditure (capex) and
financial policy will be prudent (with no new large debt-financed
projects), there will be no negative government intervention, and
liquidity will remain adequate.

"In addition, we expect NEK's stand-alone performance will remain
robust, thanks to resilient EBITDA, positive free operating cash
flow, and manageable liquidity, and with the vast majority of its
debt being to the parent. After record-high 2022 metrics, we expect
NEK's FFO to debt to stabilize at 20%-27% for the next two years."

S&P could upgrade NEK in the next six to 12 months if its
stand-alone profile improved to 'bb' or the group credit profile
improved to 'bb+'. This could stem from:

-- NEK strengthening its business profile and reducing debt,
notably to its parent;

-- A one-notch upgrade of Bulgaria;

-- Increased stability and predictability of cash flow generation
profile, for example with contractual diversification of energy
sourcing, demonstration of solid market shares within liberalized
markets, increased vertical integration, and the use of risk
management tools such as the hedging of its generation portfolio;
or

-- Demonstrated improvement of the consolidated group's business
model with an improved competitive position in its merchant
business.

S&P said, "We would likely revise the outlook back to stable if NEK
and BEH's credit quality deteriorated materially, including the
group's operating performance, leverage, and liquidity. We could
also lower the rating if parental support from BEH diminished, or
if NEK's liquidity pressures increased significantly, which is not
our base case. We see a downside scenario as unlikely in the short
term, given recent improvement in the performance of NEK and its
parent, supported by elevated power prices and market
liberalization. Should NEK or BEH start the construction of a new
nuclear plant in Bulgaria, we would reassess our base-case
scenario."

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




===========
C Y P R U S
===========

FTX GROUP: Cyprus Watchddog Plans to Extend EU License Suspension
-----------------------------------------------------------------
Michele Kambas at Reuters reports that Cyprus's securities
regulator plans to extend the suspension of the licence of FTX EU
and will meet to discuss the matter next week, a spokesperson said
on Dec. 13.

"CySEC is taking all the necessary actions to safeguard the
interests of investors of FTX EU and is working closely with the
administrator in the U.S. under chapter 11," the person said in a
written comment to Reuters.

The Cypriot regulator suspended the licence of FTX EU on Nov. 11,
just before the cryptocurrency exchange imploded, seeking
bankruptcy protection in the United States, Reuters discloses.

FTX EU had then been given a month to rectify what CySEC suspected
were violations of conditions to safeguard client assets and on the
suitability of management, Reuters notes.

Its former CEO Sam Bankman-Fried was charged by the U.S. Securities
and Exchange Commission on Dec. 13 of defrauding investors,
following his arrest by Bahamian authorities late on Dec. 12,
Reuters relates.

FTX had announced in September that it had received approval to
operate FTX EU as a Cyprus Investment Firm, Reuters recounts.

                       About FTX Group

FTX is the world's second-largest cryptocurrency firm.  FTX is a
cryptocurrency exchange built by traders, for traders.  FTX offers
innovative products including industry-first derivatives, options,
volatility products and leveraged tokens.

Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that
FTX paused customer withdrawals after it was hit with roughly $5
billion worth of withdrawal requests.

Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell
itself to its giant rival Binance, but Binance walked away from the
deal the next day amid reports on FTX regarding mishandled customer
funds and alleged US agency investigations.

At approximately 4:30 a.m. on Nov. 11, Bankman-Fried ultimately
agreed to step aside, and restructuring vet John J. Ray III was
quickly named new CEO.

FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc.
(d/b/a FTX US), Alameda Research Ltd. and certain affiliated
companies then commenced Chapter 11 proceedings (Bankr. D. Del.
Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022.
Additional entities sought Chapter 11 protection on Nov. 14, 2022.
A total of 102 entities related to FTX have filed for Chapter 11
protection.

FTX Trading and its affiliates each listed $10 billion to $50
million in assets and liabilities, making FTX the biggest
bankruptcy filer in the US this year.  According to Reuters, SBF
shared a document with investors on Nov. 10 showing FTX had $13.86
billion in liabilities and $14.6 billion in assets.  However, only
$900 million of those assets were liquid, leading to the cash
crunch that ended with the company filing for bankruptcy.  

The Hon. John T. Dorsey is the case judge.

Andrew G. Dietderich, James L. Bromley, Brian D. Glueckstein and
Alexa J. Kranzley at Sullivan & Cromwell LLP in New York, serve as
the Debtors' counsel.

Adam G. Landis, Kimberly A. Brown and Matthew R. Pierce at LANDIS
RATH & COBB LLP in Wilmington serve as local bankruptcy counsel to
FTX Group.

Alvarez & Marsal North America, LLC, is the Debtors' financial
advisor.

Kroll is the claims agent, maintaining the page
https://cases.ra.kroll.com/FTX/Home-Index

Lawyers at Paul Weiss represented SBF but later renounced
representing the entrepreneur due to a conflict of interest.




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

NATIONAL BANK: Moody's Gives (P)B1 Rating to EUR5BB MTN Programme
-----------------------------------------------------------------
Moody's Investors Service has assigned local and foreign currency
long-term junior senior unsecured (also commonly referred to as
"senior non-preferred") provisional ratings of (P)B1 to National
Bank of Greece S.A.'s (NBG) EUR5 billion Global Medium Term Note
(MTN) programme. The junior senior unsecured debt would rank junior
to other senior unsecured obligations and senior to subordinated
debt (or Tier 2 bonds) in resolution and insolvency. Moody's has
also assigned foreign currency provisional ratings for senior
preferred (or senior unsecured) of (P)Ba3 and subordinated of (P)B2
to the bank's MTN programme. All other outstanding ratings and
assessments of the bank remain unaffected, including the positive
outlook for its long-term deposit ratings of Ba2.

RATINGS RATIONALE

The (P)B1 rating assigned to the junior senior unsecured MTN
programme reflects (1) NBG's Adjusted Baseline Credit Assessment
(BCA) of b1; and (2) Moody's Advanced Loss Given Failure (LGF)
analysis, which indicates likely higher loss severity for these
instrument than other senior obligations in the event of the bank's
failure, leading to a positioning of one notch below the bank's
senior unsecured rating and at the same level as its Adjusted BCA.
The rating of NBG's junior senior unsecured instrument does not
benefit from any government support uplift in line with Moody's
assumption of a low probability of support for all Greek rated
banks.

Moody's applies its Advanced LGF analysis in order to determine the
potential loss-given-failure of the junior senior unsecured debt,
which qualifies as minimum requirement for own funds and eligible
liabilities (MREL) instrument and is senior to its Tier 2 notes. In
assigning the rating, Moody's has taken into consideration the
potential funding plans of the bank over the next 2-3 years.
However, the additional volume of either senior preferred or senior
non-preferred instruments does not really change the potential loss
severity for the latter, other than benefiting its customer
deposits and senior preferred ratings that are positioned two
notches and one notch respectively higher than the bank's Adjusted
BCA. The rating agency said that the foreign currency provisional
ratings for senior preferred of (P)Ba3 and subordinated of (P)B2
assigned to the bank's MTN programme, are in line with its existing
local currency provisional ratings for these instruments, and will
cater for any potential foreign currency denominated issuances by
the bank going forward.

The rating agency notes NBG's active debt raising in the
international capital markets over the last 2-3 weeks, with a total
issuance of approximately EUR880 million of senior preferred debt
(including a drawdown of GBP200 million). This volume of debt,
including potential issuance of senior non-preferred debt, aims to
gradually meet the bank's MREL set by the single resolution board
(SRB) of approximately 26% of risk-weighted assets (RWAs) by the
end of 2025. Following the recent debt issuances, the bank's
pro-forma MREL position was 21.7% at the end of September 2022,
compared to an interim target of 20.4% set for January 2023. These
debt issuances come at a relatively high cost for the bank, as
interest rates and yields have increased over the last few months
exerting upward pressure on its overall cost of funding for 2023,
although the bank expects significant net upside to its net
interest income from its interest rate-sensitive portfolio of loans
and securities.

NBG's nine-month results as of September 2022 displayed 41%
year-on-year increase in its core operating profit underpinned by
higher net fees and commissions and lower loan impairments. The
bank's nonperforming exposures (NPE) ratio dropped to 6.1%
(combined with a high provisioning coverage of 82%) in September
2022 from 11.9% in September 2021, while its fully-loaded common
equity Tier 1 (CET1) capital ratio increased year-on-year by 100
basis points to 15.2% at the end of September 2022.

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

Upward pressure on the junior senior unsecured programme ratings
could arise following an upgrade of the bank's BCA driven by
further improvements in its asset quality and profitability, while
maintaining comfortable capital metrics. Also, structural
improvements in the bank's core earnings with higher non-interest
income contribution, would be supportive to its credit profile and
junior senior unsecured ratings.

A rating downgrade is unlikely because of the current positive
outlook on its deposit and senior unsecured debt ratings. However,
the rating agency could downgrade NBG's long-term ratings in case
there is any significant deterioration in its asset quality or
recurring core profitability. Any material worsening of the
operating environment in Greece could also lead to a downgrade of
the bank's ratings, including its junior senior unsecured programme
ratings.

LIST OF AFFECTED RATINGS

Issuer: National Bank of Greece S.A.

Assignments:

Senior Unsecured Medium-Term Note Program (Foreign Currency),
assigned (P)Ba3

Junior Senior Unsecured Medium-Term Note Program (Local and
Foreign Currency), assigned (P)B1

Subordinate Medium-Term Note Program (Foreign Currency), assigned
(P)B2

PRINCIPAL METHODOLOGY

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



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

DRYDEN 103 EURO 2021: Fitch Assigns Final 'B-sf' Rating to F Notes
------------------------------------------------------------------
Fitch Ratings has assigned Dryden 103 Euro CLO 2021 DAC final
ratings, as detailed below.

   Entity/Debt            Rating        
   -----------            ------        
Dryden 103 Euro
CLO 2021 DAC

   A XS2552865367     LT AAAsf  New Rating
   B-1 XS2552865524   LT AAsf   New Rating
   B-2 XS2552865870   LT AAsf   New Rating
   C XS2552866092     LT Asf    New Rating
   D XS2552866258     LT BBB-sf New Rating
   E XS2552866415     LT BB-sf  New Rating
   F XS2552866761     LT B-sf   New Rating
   Subordinated
   XS2552866845       LT NRsf   New Rating

TRANSACTION SUMMARY

Dryden 103 Euro CLO 2021 DAC is a securitisation of mainly senior
secured obligations (at least 90%) with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds.

Note proceeds have been used to fund a portfolio with a target par
of EUR400 million that is actively managed by PGIM Loan Originator
Manager Limited and co-managed by PGIM Limited. The collateralised
loan obligation (CLO) has a 5.1-year reinvestment period and a
seven-year weighted average life (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/'B-'. The Fitch weighted
average rating factor (WARF) of the identified portfolio is 24.6.

High Recovery Expectations (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 59.6%.

Diversified Asset Portfolio (Positive): The transaction includes
two Fitch matrices effective at closing corresponding to a top 10
obligor concentration limit at 27%, a seven-year WAL and maximum
fixed-rate asset limits of 10% and 20%. The manager can interpolate
within and between two matrices.

The transaction also includes various concentration limits,
including the maximum exposure to the three largest Fitch-defined
industries in the portfolio at 40%. These covenants ensure that the
asset portfolio will not be exposed to excessive concentration.

Portfolio Management (Neutral): The transaction has a 5.1-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.

Cash-flow Modelling (Positive): The WAL used for the transaction's
stressed-case portfolio and matrices analysis is 12 months less
than the WAL covenant to account for structural and reinvestment
conditions after the reinvestment period, including passing the
over-collateralisation, Fitch 'CCC' limitation and Fitch WARF
tests. In the agency's opinion, these conditions reduce the
effective risk horizon of the portfolio during stress periods.

RATING SENSITIVITIES

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

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

Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio, the
class B, D and E notes have a two-notch cushion, the class C and F
notes have a one-notch cushion and the class A notes have no rating
cushion. Should the cushion between the identified portfolio and
the stress portfolio be eroded due to manager trading or negative
portfolio credit migration, a 25% increase of the mean RDR across
all ratings and a 25% decrease of the RRR across all ratings of the
stressed portfolio would lead to downgrades of up to four notches
for the notes.

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

A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of Fitch's stress portfolio
would lead to upgrades of up to three notches, except for the
'AAAsf' rated notes, which are at the highest level on Fitch's
scale and cannot be upgraded.

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

DATA ADEQUACY

Dryden 103 Euro CLO 2021 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.

HARVEST CLO VIII: Fitch's Outlook on B+sf F-R Notes Rating, Stable
------------------------------------------------------------------
Fitch Ratings has revised Harvest CLO VIII DAC's Outlooks to Stable
from Positive for six tranches. All ratings have been affirmed.

   Entity/Debt             Rating             Prior
   -----------             ------             -----
Harvest CLO VIII DAC

   A-RR XS1754145842    LT AAAsf  Affirmed    AAAsf
   B-1RR XS1754143557   LT AA+sf  Affirmed    AA+sf
   B-2RR XS1754144019   LT AA+sf  Affirmed    AA+sf
   C-R XS1754144795     LT A+sf   Affirmed     A+sf
   D-R XS1754145172     LT BBB+sf Affirmed   BBB+sf
   E-R XS1754145503     LT BB+sf  Affirmed    BB+sf    
   F-R XS1754145255     LT B+sf   Affirmed     B+sf

TRANSACTION SUMMARY

Harvest CLO VIII DAC is a cash flow CLO mostly comprising senior
secured obligations. The portfolio is managed by Investcorp Credit
Management EU Limited and the reinvestment period ended in January
2022.

KEY RATING DRIVERS

Transaction Outside Reinvestment Period: Despite its exit from its
reinvestment period in January 2022 the manager is able to reinvest
unscheduled principal proceeds and sale proceeds from credit-risk
obligations and credit-improved obligations. The trade-date
principal cash balance was EUR2.6 million as of the 31 October 2022
investor report and the class A notes have been repaid by EUR1.48
million.

Given the manager's flexibility to reinvest, Fitch analysis is
based on a stressed portfolio where the weighted average rating
factor (WARF), weighted average recovery rate (WARR), weighted
average spread (WAS) and fixed-rate exposure have been stressed to
their current limits. Fitch's stressed portfolio is based on a WAL
of 3.75 years. The shorter WAL covenant incorporated in the
Fitch-stressed portfolio analysis compared with previous reviews,
together with the stable performance of the transaction to date,
led to the affirmation of all notes.

Limited Deleveraging Prospects: The Stable Outlooks on all notes
reflect the current uncertain macroeconomic environment, and its
expectation that deleveraging will be limited since the transaction
can still reinvest.

Stable Asset Performance: The transaction's metrics indicate stable
asset performance. The transaction is currently 1.5% below par and
is passing all collateral-quality tests, coverage and
portfolio-profile tests except the WARR test. Exposure to assets
with a Fitch-derived rating (FDR) of 'CCC+' and below is 3.24% as
calculated by the trustee. These are no defaulted assets in the
portfolio.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors at 'B'/'B-'. The Fitch WARF of the current portfolio
reported by the trustee was 33.52 as of 31 October 2022 compared
with a covenanted maximum of 35.

High Recovery Expectations: Senior secured obligations comprise
97.11% of the portfolio. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch-calculated WARR of the current
portfolio reported by the trustee was at 65% as of 31 October 2022
compared with a covenanted minimum of 65.1%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration is 14.12%, and no obligor represents more than 1.67%
of the portfolio balance.

Cash Flow Modelling: Fitch used a customised proprietary cash flow
model to replicate the principal and interest waterfalls and the
various structural features of the transaction, and to assess their
effectiveness, including the structural protection provided by
excess spread diverted through the par- value and interest-coverage
tests.

Deviation from Model-implied Ratings: The class B, D and F note
ratings at 'AA+sf', 'BBB+sf' and 'B+sf', respectively, are a
deviation from their model-implied ratings (MIR) of 'AAAsf', 'A-sf'
and 'BBsf'. The deviation reflects limited cushion on the
Fitch-stressed portfolio at MIRs, limited deleveraging expectation
and uncertain macro-economic conditions that increase tail risk.

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the identified portfolio would have no impact on the class A and D
notes, and would lead to a downgrade of one notch for the class B,
and C notes and two notches for the class E and F notes.

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

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

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

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

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

DATA ADEQUACY

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

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.

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.

MAN GLG IV: Moody's Affirms B1 Rating on EUR9.5MM Class F Notes
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Man GLG Euro CLO IV Designated Activity Company:

EUR23,500,000 Class C Deferrable Mezzanine Floating Rate Notes due
2031, Upgraded to Aa3 (sf); previously on Apr 1, 2022 Upgraded to
A1 (sf)

EUR20,000,000 Class D Deferrable Mezzanine Floating Rate Notes due
2031, Upgraded to Baa1 (sf); previously on Apr 1, 2022 Affirmed
Baa2 (sf)

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

EUR173,000,000 (Current outstanding amount EUR172,825,398) Class
A-1 Senior Secured Floating Rate Notes due 2031, Affirmed Aaa (sf);
previously on Apr 1, 2022 Affirmed Aaa (sf)

EUR30,000,000 (Current outstanding amount EUR29,969,722) Class A-2
Senior Secured Fixed Rate Notes due 2031, Affirmed Aaa (sf);
previously on Apr 1, 2022 Affirmed Aaa (sf)

EUR29,000,000 Class B-1 Senior Secured Floating Rate Notes due
2031, Affirmed Aaa (sf); previously on Apr 1, 2022 Upgraded to Aaa
(sf)

EUR20,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2031,
Affirmed Aaa (sf); previously on Apr 1, 2022 Upgraded to Aaa (sf)

EUR19,000,000 Class E Deferrable Junior Floating Rate Notes due
2031, Affirmed Ba2 (sf); previously on Apr 1, 2022 Affirmed Ba2
(sf)

EUR9,500,000 Class F Deferrable Junior Floating Rate Notes due
2031, Affirmed B1 (sf); previously on Apr 1, 2022 Affirmed B1 (sf)

Man GLG Euro CLO IV Designated Activity Company, issued in March
2018, is a collateralised loan obligation (CLO) backed by a
portfolio of mostly high-yield senior secured European loans. The
portfolio is managed by GLG Partners LP. The transaction's
reinvestment period ended in May 2022.

RATINGS RATIONALE

The rating upgrades on the Class C and D Notes are primarily a
result of the transaction having reached the end of the
reinvestment period in May 2022.

The affirmations on the ratings on the Class A-1, A-2, B-1, B-2, E
and F Notes are primarily a result of the expected losses on the
notes remaining consistent with their current rating levels, after
taking into account the CLO's latest portfolio, its relevant
structural features and its actual over-collateralisation ratios.

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

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

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

Performing par: EUR335,797,341

Defaulted Securities: 3,995,843

Diversity Score: 64

Weighted Average Rating Factor (WARF): 2907

Weighted Average Life (WAL): 3.9 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.70%

Weighted Average Coupon (WAC): 4.82%

Weighted Average Recovery Rate (WARR): 44.07%

Par haircut in OC tests and interest diversion test: None

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

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.



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

CENTURION NEWCO: S&P Downgrades ICR to 'B-', Outlook Stable
-----------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Centurion Newco SpA (Engineering), and its issue rating on its
debt, to 'B-' from 'B'.

S&P said, "The stable outlook reflects our assumption that the
company's ongoing internal review, which we expect it will complete
by the end of 2022, will not reveal material issues in other
verticals. Additionally, we understand the new management team and
recently strengthened controlling processes should help avoid
similar issues in the future.

"We think the account overstatement indicates weaknesses in the
company's governance structure, but we expect this will gradually
improve under the new management team. We understand the company's
overstatement has no effect on historical cash flow because the
company never sent the inflated bills to customers. However,
Engineering's current reporting and controlling structure means it
cannot restate its historical accounts, which we think erodes the
integrity of the company's earnings and leverage metrics.
Furthermore, the company indicated that the issue has lasted for
years, and it was likely an intentional account overstatement. We
think the incident indicates weaknesses in the company's governance
structure and risk management, and potential flaws in corporate
culture, with the issue not being flagged by the company's internal
control sooner. That said, we think the company's recent management
changes and reorganization of controlling functions should limit
the risk spilling over into 2023. We also expect the company's
management and sponsor will leverage the findings from its ongoing
internal review to strengthen its risk management and internal
control.

"Accounting correction, debt-funded acquisitions, and high
non-recurring costs are weighing on leverage. Engineering is in the
process of closing the acquisition of Italy-based business
consulting and IT service provider, Be Shaping The Future (Be), for
EUR470 million. Engineering is mainly funding the acquisition with
debt. It currently holds about 75% of Be shares and launched a
mandatory tender offer to acquire the rest. Additionally, in
November 2022, Engineering closed the acquisition of Atlantic
Technologies (Atlantic), which focuses on enterprise resource
planning software implementation, mainly funded by drawdowns of its
revolving credit facility (RCF). We estimate the debt-funded
acquisitions, high transaction-related and other non-recurring
costs, and accounting correction will lead to elevated adjusted
debt to EBITDA above 11.0x in 2022 on a pro forma basis, compared
with 10.9x (not corrected for the accounting overstatement) in
2021, which is much higher than 'B' rated software and IT service
peers.

"The acquisition of Be will strengthen Engineering's market
position and customer reach. We think Be's strong presence in
financial market consultancy in Italy is highly complementary to
Engineering's IT services and could help expand its services to
large banks and financial institutions, into which the company
currently has lower penetration. The company aims to achieve
sizable revenue synergies of up to EUR100 million until 2025, which
would represent about 5% of the group's total revenue. We expect
the transaction would also deepen its relationship with key
customers in financial markets by offering one-stop services
including consulting, system integration, and managed services,
closer aligning the company's services with those of larger
competitors such as Accenture and Capgemini, and local competitors
such as Reply. It would also reduce the company's geographical
concentration, with revenue exposure to Italy decreasing to about
81% from 86% currently.

"Engineering's project- and service-oriented business nature and
low offshoring level constrain profitability. Following the
transaction, the company's proprietary solutions as a percentage of
total revenue will decrease to 27% from 32% currently, with the
rest dominated by labor-intensive consulting and IT services that
we deem to have lower operating leverage. As a result, we expect
the company's adjusted EBITDA margin will remain largely in line
with the peer average of 10%-15% in the medium term, despite strong
revenue growth. Furthermore, Engineering's ratio of offshoring and
nearshoring is very low at about 2%, limiting its ability to
materially improve its cost structure. Although we note the
company's ambition to increase the offshoring rate in the medium
term, we think language and cultural barriers could make it hard to
increase the ratio significantly.

"The digitalization trend underpins the company's solid growth
prospects. Engineering posted solid like-for-like pro forma revenue
growth of 9% in the first nine months of 2022, despite the negative
impact from the finance vertical. We expect growth momentum will
extend well beyond 2023 thanks to strong demand for IT services in
the underpenetrated Italian markets, the favorable "PNRR"
government initiative to increase digitalization backed by recovery
funds, and potential cross-selling opportunities following the
acquisition of Be.

"Engineering has strong customer relationships and a relatively
high barrier to entry. We think the company has an established
market position in the fragmented Italian IT service market. Over
the past four decades, the company has built a track record of
strong customer relationships, providing reliable and highly
customized solutions in various verticals. Its proprietary
solutions have high switching costs and higher margins, while the
IT services continue to help the customers implement, integrate,
and maintain mission-critical systems and applications. As a
result, the company benefits from a high customer retention rate,
with recurring and reoccurring revenue accounting for more than 70%
of total revenue. The company also enjoys a relatively high
barriers to entry thanks to language, cultural, and regulation
huddles, making it less susceptible to global emerging competitors.
That said, we think the company will need to continue to invest and
expand in its reach and offerings, particularly in proprietary
solutions, to stand toe to toe with larger competitors such as
Accenture, IBM, and Capgemini. Additionally, the company has a
relatively high customer concentration, with the top 10 customers
accounting for about 35% of group revenue.

"The stable outlook reflects our assumption that the company's
ongoing internal review, which we expect it will complete by the
end of 2022, will not reveal material issues in other verticals.
Additionally, we understand the new management team and
strengthened controlling process should help avoid similar issues
in the future. We also expect the company's credit metrics will
improve in 2023, thanks to sound topline growth and lower
nonrecurring costs.

"We could lower the rating if the company's ongoing internal review
revealed significant additional issues in other segments, leading
to a materially larger financial impact than already disclosed,
operational disruptions, reputational damage, or significant
regulatory fines. Alternatively, failure to smoothly integrate
recent acquisitions could create downside if it persistently
weighed on the margins, leading to sustained negative cash flow or
liquidity pressure.

"We see limited rating upside in the next 12 months due to the
eroded integrity of the company's financial accounts,
acquisition-related execution risks, and the possibility of
higher-than-expected nonrecurring costs. However, we could raise
our rating if the company's audited 2022 financials revealed no
further issues and the company continued to strengthen its
governance, coupled with significant reduction of debt to EBITDA to
sustainably below 9x, with FOCF to debt of above 3%."

To E-2, S-2, G-4; From E-2, S-2, G-3

Governance factors are now a negative consideration in S&P's credit
rating analysis following the disclosure of the company's account
overstatement in its finance vertical, which in its view indicates
a weaker governance structure compared with peers.


EOLO SPA: S&P Downgrades ICR to 'B-', Outlook Stable
----------------------------------------------------
S&P Global Ratings lowered to 'B-' from 'B' its issuer credit
rating on Italy-based fixed wireless access (FWA) broadband
internet provider Eolo S.p.A (formerly Zoncolan BidCo) as well as
its issue rating on its EUR375 million senior secured notes.

S&P said, "The stable outlook indicate that we expect Eolo's
adjusted debt to EBITDA will remain above 5.5x in the next 12
months, with FOCF to debt remaining negative in fiscal 2023 and
very close to breakeven in fiscal 2024, while maintaining adequate
liquidity, reducing the risk of further credit deterioration over
the period.

"The downgrade reflects Eolo's weaker credit metrics and the risk
that leverage may increase further in the next 12 months. We see a
limited prospect of reduced leverage given weaker growth prospects
than initially anticipated amid a lower pricing environment, in
combination with a flat EBITDA margin and still-high growth network
investments. We now forecast revenue growth of 5%-6% in fiscals
2023 and 2024, down from about 9.5% previously, driven by a general
slowdown of demand for connectivity following the outbreak of the
pandemic, despite a continued increase in its subscriber base,
increased FWA penetration, and expansion of its wholesale business.
This adds to our expectations of a stable churn rate of about
13.0%-13.5% in fiscal 2023, partly offset by a slight decline
expected in average revenue per user to EUR28.0-EUR28.2, from
EUR28.8 in fiscal 2022. This is led by a lower pricing environment,
with competitive pressure across the Italian consumer broadband
market. This also factors in our forecast of a real GDP contraction
in Italy of 0.1% in the calendar year 2022, followed by growth of
1.4% in 2023 after growth of 3.8% in 2021. We forecast an S&P
Global Ratings' adjusted EBITDA margin (after customer premises
equipment [CPE] receiver installation costs) will remain flat at
45%-46% in the next 18 months, compared to 45% in fiscal 2022,
which is lower than our previous expectations. This reflects
continued high CPE installation costs, expectations of higher
network expenses, a moderate increase in energy costs, which
represent about 4% of the current total cost base, and an overall
increase in wages and personnel costs in an inflationary
environment.

"We believe Eolo's FOCF will remain negative in fiscal 2023 and
close to breakeven in fiscal 2024, due to still-high ongoing growth
network capex. We anticipate capex, including discretionary growth
investments, will remain relatively high at about 50%-55% of
revenue in fiscals 2023 and 2024, reducing only moderately in
absolute terms, compared to 54% in fiscal 2022. This is in line
with Eolo's strategy to invest to increase FWA broadband national
coverage and capacity through deployment across low-density (namely
suburban and rural) areas in Italy and to upgrade its
infrastructure network (existing CPE hardware and base transceiver
stations [BTS] to 28 gigahertz [GHz] from 5GHz bandwidth) to
increase customers' broadband speeds up to 200 megabits per second
(Mbps) from 30 Mbps. We also forecast the expected one-time
spectrum payments to be paid in fiscal 2023, in combination with
additional CPE acquisitions, to prevent any shortages potentially
affecting its network expansion, will curb the group's potential
for sustainable deleveraging over this period. Network investment
should gradually decrease thereafter, as the upgrade cycle and core
network investments reach their peak over the past year, in our
view. Additionally, the partnership with OpenFiber to deploy Eolo's
FWA technology and install 300 BTS is expected to bring EUR15
million-EUR20 million of net proceeds. This will strengthen Eolo's
liquidity and open the doors to further partnerships and FWA
rollout opportunities from fiscal 2024 onward.

"Eolo's liquidity and current availability under its RCF will help
fund the planned investments and it has no significant debt
maturing until 2028; this supports the 'B-' rating.We assume Eolo
will lean on its EUR80 million of remaining capacity under its
existing EUR140 million super senior RCF to fund its investments,
with further drawings anticipated by the end of fiscal 2023. While
liquidity sources will exceed uses by more than 1.5x in the 12
months from Sept. 30, 2022, and we do not expect a liquidity
shortfall in fiscal 2024, we note the company's liquidity position
and headroom could deteriorate at mid-fiscal 2024 (September 2023)
should discretionary capex be higher than our assumption and Eolo's
performance be below our expectations, resulting in a higher usage
of the RCF or need for additional funding.

"We think Eolo will continue to benefit from rising demand for
bandwidth and higher FWA penetration in structurally underserved
targeted service areas, but see its scale and diversity, alongside
its concentrated exposure to Italy relative to peers, as possible
rating constraints. As of June 2022, Eolo's share in the Italian
broadband market stood at 3.27%, or 35% of the FWA Italian market.
With revenue of EUR205 million in fiscal 2022, the company has a
small size and narrow focus relative to established integrated
players like Telecom Italia or convergent players across Europe.
This is further constrained by its single presence in the Italian
market. Eolo's area of focus offers significant opportunity for
growth and increased broadband penetration potential, as it
typically includes municipalities below 10,000 inhabitants with low
population density in "grey" areas (where there are few existing
broadband providers) and "white" areas (where there are no current
providers). That said, FWA technology represented less than 9% of
the Italian broadband market in 2022. While we do not anticipate
Eolo's position and current offering to be meaningfully challenged
in the near term, we highlight a potential for increasing
competition and alternate solutions to start being deployed by
incumbents and other bandwidth providers as potential risks in the
medium term.

"The stable outlook indicates that we expect Eolo will report
adjusted debt to EBITDA of 5.5x-6.0x in fiscals 2023-2024, with
FOCF to debt incorporating discretionary growth capex remaining
negative in fiscal 2023 and very close to breakeven in fiscal
2024.

"The stable outlook also reflects our expectation that the FOCF
cash outflow we anticipate in fiscal 2023 will be funded under
Eolo's existing RCF and that the company is likely to retain
adequate liquidity, reducing the risk of further credit
deterioration in the next 12 months."

S&P could lower its rating on Eolo if it thinks its credit metrics
and FOCF will deteriorate beyond our expectations over the next 12
months. This could occur if:

-- Eolo's operating performance is weaker than anticipated,
stemming from increasing competition, lower subscriber growth,
higher churn or price pressure, and higher-than-expected capex;

-- The company's liquidity position deteriorates materially; or

-- Eolo incurs additional debt and drawings under its RCF, leading
to higher leverage and risks to the sustainability of its capital
structure.

S&P said, "We could raise our rating on Eolo if
better-than-anticipated operating performance in fiscals 2023 and
2024 leads to a strengthening margin and improving FOCF, limiting
the expected use of its existing RCF.

"For an upgrade in the next 12 months, we would expect to see
sustainably positive FOCF and an improvement in EBITDA, enabling
the ratio of adjusted debt to EBITDA to return comfortably below
5.5x. We would also expect liquidity sources to cover uses by at
least 1.2x sustainably."

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 Eolo. Our assessment
of the company's financial risk profile as highly leveraged
reflects corporate decision-making that prioritizes the interests
of the controlling owners, which is the case for most rated
entities owned by private-equity sponsors. Our assessment also
reflects their generally finite holding periods and a focus on
maximizing shareholder returns."




===================
K A Z A K H S T A N
===================

KAZYNA CAPITAL: Fitch Affirms 'BB+' LongTerm IDRs, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has affirmed Kazyna Capital Management JSC's (KCM)
Long-Term Foreign and Local-Currency Issuer Default Ratings (IDRs)
at 'BB+'. The Outlooks are Stable.

The affirmation reflects Fitch's view of KCM's importance for
Kazakhstan (BBB/Stable) given its role as the key private-equity
investment arm of the government.

Fitch's assessment of support rating factors under its
Government-Related Entities (GRE) Criteria resulted in a score of
'30' out of a maximum 60, leading to KCM's ratings being two
notches below Kazakhstan's rating, irrespective of its Standalone
Credit Profile (SCP).

KEY RATING DRIVERS

Status, Ownership and Control: 'Strong'

KCM is ultimately owned by the government of Kazakhstan via JSC
National Management Holding Baiterek (BBB/Stable). As the state
exercises strict control over KCM's activities, Fitch links KCM
directly to Kazakhstan, as it is a public-mission GRE with a policy
role. Baiterek is tasked by the state to oversee KCM by appointing
its board of directors, which approves management decisions and
KCM's annual financial statements. KCM's proximity to state
functions underpins Fitch's expectations of liability transfer to
the government to prevent the entity's default.

Support Track Record: 'Very Strong'

KCM benefits from Kazakh government funding (represented by equity
injections and debt) to cover its mandated activities. KCM is one
of the implementation agents of the "Concept of Industrial and
Innovative Development 2021-2025". A new capital injection of KZT35
billion has been approved for KCM, to be funded from the 2023 state
budget via Baiterek. Additionally, the government provided
long-term debt financing of KZT12.8 billion to fund agriculture
projects in 2021 and KZT40.2 billion with a symbolic coupon of
0.01% to fund KCM's acquisition of 50% in AstanaGas KMG JSC in
2020.

Fitch expects government-related resources to remain the dominant
funding source over the medium term and KCM to have access to state
and quasi-state sources of funding - both directly and through
Baiterek, if needed.

Socio-Political Implications of Default: 'Strong'

KCM's potential default would temporarily endanger the government's
programmes and undermine its efforts over the past decade to
develop a private-equity infrastructure in Kazakhstan. The fund
implements projects from renewable energy to utilities, food
processing, infrastructure and natural resources.

Fitch deems these projects to have high socio-political
significance for the government under the framework for the
"Concept on Industrial and Innovative Development 2021-2025". Given
the political sensitivities, Fitch believes there would be
significant political repercussions for the sovereign if these
services stopped due to KCM's default.

Financial Implications of Default: 'Moderate'

In Fitch's view, KCM's share of market debt will remain modest over
the medium term. KCM's exposure to capital-market is relatively
low, represented by local market bonds. Therefore, a default by KCM
would have only a moderate impact on the availability and cost of
finance for the government and other GREs.

Operating Performance

KCM's portfolio of investments in joint ventures was expanded in
2021 to include two new entrants, Arnau Agro LLP and KTK Service
LLP. KCM's net interest income comprised bank deposits and invested
assets, restored by about 34% to KZT2.7 billion (2020: KZT2.0
billion), underpinned by a rebound in the performance of invested
assets. KCM's balance sheet grew to KZT214 billion in 2021 up from
KZT194 billion in 2020, driven by an increase in cash and cash
equivalents to KZT21.5 billion (2020: KZT16.6 billion) and asset
revaluations.

Derivation Summary

Fitch looks through the chain of control and classifies KCM as an
entity linked to the Republic of Kazakhstan despite ownership
through Baiterek, as KCM is a public-mission GRE with strong links
to the state. Under its GRE Criteria, Fitch applies a top-down
approach based on its assessment of the strength of linkage with
and incentive to support by the sovereign. KCM has a score of 30
points under its GRE Criteria, resulting in its IDR being notched
down twice from the Kazakhstan sovereign IDR.

National Ratings

The 'AA(kaz)' National Long-Term Rating is mapped to KCM's
Long-Term Local-Currency IDR.

Liquidity and Debt Structure

KCM's debt increased to KZT49.7 billion at end-2021 (2020: KZT40
billion) after local bond issue to finance projects in agriculture
sector. Its debt stock is solely composed of local unsecured bonds,
including those held by the Kazakh government. At end-2021, cash
and cash equivalents increased to KZT21.5 billion (2020: KZT16.6
billion).

Issuer Profile

KCM is a fund of private-equity funds promoting sustainable
development of the national economy and private-equity
infrastructure in Kazakhstan. With a balance sheet of KZT214
billion, the fund focuses on non-resource sectors of the economy,
such as infrastructure, transport and logistics, energy, technology
and others.

RATING SENSITIVITIES

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

Changes in KCM's status, leading to a weakening of support by the
sovereign could cause the rating notching to widen, resulting in a
downgrade. Negative rating action on the Republic of Kazakhstan
would also be reflected in KCM's ratings.

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

Stronger linkage with the sovereign could cause to narrower
notching, resulting in an upgrade. Positive rating action on the
sovereign's IDRs could also positively affect KCM's ratings.

ESG Considerations

Fitch is no longer providing ESG relevance scores for KCM as its
ratings and ESG profile are derived from its parent. ESG relevance
scores and commentary for the ultimate parent entity.

   Entity/Debt             Rating              Prior
   -----------             ------              -----
Kazyna Capital
Management JSC   LT IDR    BB+    Affirmed      BB+
                 ST IDR    B      Affirmed      B
                 LC LT IDR BB+    Affirmed      BB+
                 Natl LT   AA(kaz)Affirmed   AA(kaz)


KCELL JSC: Fitch Affirms LongTerm IDR at 'BB+', Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed Kcell JSC's Long-Term Issuer Default
Rating (IDR) at 'BB+' with a Stable Outlook.

Kcell's ratings benefit from its moderate to strong
parent-subsidiary linkage to its parent, Kazakhtelecom JSC (Kaztel,
BBB-/Stable). Kcell has a Standalone Credit Profile (SCP) of 'bb'.
The one-notch rating differential between Kcell's SCP and Kaztel
reflects Kcell's standalone status as a public company with a
significant minority shareholding, the parent's commitment to
running Kcell as a separate entity and minimal parental
guarantees.

KEY RATING DRIVERS

Sound Financial Performance: Kcell demonstrated solid operating
results in 2021 and 9M22. Its revenue grew by 12.3% in 2021 and
18.4% in 9M22 and the Fitch-defined EBITDA margin was sustained at
37-38%. Service revenues increased by 10.7% in 2021 and 12.3% in
9M22, compared with only 1.8% in 2020. Acceleration in service
revenues growth in 9M22 was supported by the expiration of a
three-year tariff freeze in December 2021. This was imposed by the
regulator as a condition for Kaztel's acquisition of Kcell. Fitch
expects this positive revenue trend to continue in 4Q22 and 2023.

Market Share Attrition: Kcell is the second-largest mobile operator
in Kazakhstan with a subscriber market share of around 32% at
end-3Q22. Its market share has been steadily declining for at least
the past seven years, mainly driven by the company's
underinvestment in 4G. As of end-3Q22, its 4G/LTE coverage was only
68% of the Kazakhstan's population, compared with 86% for VEON
(mobile market leader in Kazakhstan).

Abating Competition: Competition has become more rational in 2022,
evidenced by the absence of inexpensive unlimited data packages and
price increases for tariffs by all three mobile network operators.
Fitch expects the mobile operators to compete by network quality or
other services offers rather than pricing. VEON has invested
extensively in its network in 2019-2021 and will likely want to
monetise its investments.

5G Spectrum Auction Uncertainties: 5G spectrum auction in
Kazakhstan is expected to take place at end-December 2022, with
only two 100 MHz spectrum slots in 3.6-3.7 GHz and 3.7-3.8GHz bands
available for sale. There are three mobile network operators in
Kazakhstan and other operators satisfying the bid's terms can
participate in the auction. At the same time, two or more operators
can submit a joint bid for one spectrum slot. This creates some
uncertainties about the auction outcome.

High Capex, Negative FCF: Following a period of underinvestment, we
anticipate Kcell's cash capex to peak at 30-31% of revenues in
2022-2023, gradually decreasing to 23% in 2025. High capex will be
driven by the need to upgrade infrastructure and roll out of the
integrated network with its sister company. Fitch assumes in its
forecasts that a 5G spectrum payment will be made in a lump sum in
2022. As a result of high capex, Fitch expects free cash flow (FCF)
to be negative in 2022-2023.

Low Leverage, Financial Flexibility: Kcell's funds from operations
(FFO) net leverage was 0.6x at end-2021. Fitch expects it to
increase to about 0.7x in 2022-2023 as a result of significant
capex investments. This gives the company more than two turns of
leverage headroom and provides sizeable financial flexibility. Its
dividend policy of paying between 50% and 100% of FCF (defined by
Kcell as a sum of operating and investing cash flows) helps align
shareholder distributions with the company's longer-term goals.

PSL-Driven Rating: Fitch rates Kcell using a top-down approach, one
notch below Kaztel's consolidated credit profile. Fitch assesses
the overall parent-subsidiary linkage between Kcell and its parent
Kaztel as moderate to strong, with the parent the stronger entity,
given Kcell's 'bb' SCP.

High Strategic Incentive: Fitch views the strategic incentive (as
defined by its Parent and Subsidiary Linkage Rating Criteria) for
Kaztel to support Kcell as high. Kcell contributes roughly 30% of
Kaztel's consolidated revenues and control over Kcell allows Kaztel
to have leading market positions in the Kazakh mobile market. Fitch
expects that the mobile segment will be one of Kaztel's major
growth drivers.

Medium Operational Incentive: Fitch assesses operational incentive
as medium. This is supported by considerable cost savings at a
group level, counterbalanced by the absence of common management
and sharing of the same brand. Kcell lacks ubiquitous network
coverage across Kazakhstan, and relies heavily on Kaztel for this
connectivity. Fitch expects this relationship to continue, and also
expect Kcell to more actively share mobile infrastructure with its
mobile sister company. Management commonality is likely to remain
low, and Fitch expects Kcell to maintain its independent treasury
functions.

Low Legal Incentive: Fitch views legal incentives as low, given the
lack of parental guarantees on a significant amount of the Kcell's
debt. Only 4% of Kcell's debt (excluding leases) was guaranteed by
Kaztel at end-September 2021. A guarantee provided by Kcell to its
parent in 2020 on one of Kaztel's loans accounts for just less than
10% of Kaztel's standalone debt. Any intercompany loans to the
parent would need approval from Kcell's independent directors,
which limits the parent's ability to tap cash flows of its
subsidiary.

DERIVATION SUMMARY

Kcell's peer group includes Turkish mobile-focused operator
Turkcell Iletisim Hizmetleri A.S. (Tcell; B/Negative) and German
mobile operator Telefonica Deutschland Holding AG's (TEF DE;
BBB/Stable).

Kcell's ratings benefit from its moderate to strong
parent-subsidiary linkage to its parent Kaztel; its SCP is 'bb'.
Similar to Tcell and TEF DE, Kcell has a sound mobile market
positions, relatively low leverage and good cash flow generation
outside of the investment peak cycles. However, Kcell is
significantly smaller than its peers, lacks proprietary backbone
network infrastructure and wide 4G network coverage, and has
limited access to international capital markets. Unlike Tcell,
whose ratings are constrained by Turkiye's Country Ceiling, Kcell
operates in a more stable operating environment and is not exposed
to FX risks. At the same time, Tcell also offers fixed line
services in Turkiye and owns its fixed-line infrastructure.

KEY ASSUMPTIONS

- Medium double-digit revenue growth in 2022, easing to high to
medium single digits in 2023-2025

- Fitch-defined EBITDA margin at 37-38% in 2022-2025

- Working capital cash outflows of KZT6 billion per year in
2022-2025

- Cash capex at 31% of revenues in 2022 (including spectrum
payments), 30% in 2023 and gradually easing to 23% in 2025.

- Dividends at KZT10 billion per year in 2022; KZT5 billion per
year in 2023-2024; KZT15 billion in 2025

RATING SENSITIVITIES

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

- An upgrade of Kaztel, provided parent-subsidiary linkage is
unchanged

- Stronger linkage to Kaztel, including through shareholder funding
or guarantees provided by Kaztel on a significant amount of Kcell's
debt

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

- A downgrade of Kaztel, provided parent-subsidiary linkage is
unchanged

- Weaker linkage to Kaztel, including from higher FFO net leverage
above 3.3x on a sustained basis (equivalent to net debt-to-EBITDA
sustainably above 3.1x) without a clear path for deleveraging and
no commitment by the parent to provide financial support

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: Fitch views Kcell's liquidity as
satisfactory, with KZT51 billion of cash and cash equivalents
(including around KZT20 billion of cash at banks with ratings below
BB-) and KZT11 billion undrawn revolving credit facility available
for draw down until mid-2024. This liquidity should be sufficient
to cover the company's negative pre-dividend FCF and KZT47 billion
of debt maturing in the next two years.

ISSUER PROFILE

Kcell is the second-largest mobile operator in Kazakhstan. At
end-2018, 75% of the company's share capital was acquired by a
state-owned fixed-line incumbent operator Kaztel from Telia. Kaztel
sold 24% of Kcell in September 2021 on KASE (Kazakh stock exchange)
retaining a controlling 51% stake in the company.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

Kcell's ratings are linked to its parent Kaztel.

ESG CONSIDERATIONS

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

   Entity/Debt           Rating              Prior
   -----------           ------              -----
Kcell JSC        LT IDR  BB+    Affirmed       BB+
                 Natl LT AA(kaz)Affirmed   AA(kaz)

   senior
   unsecured     LT      BB+    Affirmed       BB+

   senior
   unsecured     Natl LT AA(kaz)Affirmed   AA(kaz)



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

DTEK ENERGY: Fitch Lowers LongTerm IDRs to 'C' on Tender Offer
--------------------------------------------------------------
Fitch Ratings has downgraded DTEK Energy B.V.'s Long-Term Foreign-
and Local-Currency Issuer Default Ratings (IDR) to 'C' from 'CC'
following a tender offer to the holders of its 7%/7.5% senior
secured payment-in-kind (PIK) toggle notes due 2027 and a consent
solicitation. Fitch deems execution of the offer as a distressed
debt exchange (DDE).

KEY RATING DRIVERS

Low Residual Liquidity: Fitch regards DTEK Energy's tender offer as
a DDE given the weak financial standing of the company, chiefly
limited foreign-currency liquidity held abroad, and restrictions on
cross-border foreign-currency payments. Its treatment of the tender
offer as a DDE also reflects the consent solicitation for the
proposed amendments and waivers in the bond documentation.

Tender to Deplete Cash: Upon the tender offer execution DTEK Energy
will use almost half of its cash in its offshore accounts -
otherwise available for future interest payments - for the notes
repurchase. Following the repayment of USD10 million principal and
USD28 million coupon payment of the toggle notes due in December
2022, the cash available outside Ukraine should be sufficient for
only one more cash coupon payment, or two or three coupon payments
if the company elects to pay interest partly in PIK and partly in
cash. Under the bond documentation it is allowed to pay interest
partly in PIK and partly in cash for consecutive three more
quarters after its first use in March 2022.

DTEK Energy so far has not been granted an exception to the
Ukraine's foreign-exchange (FX) transfer moratorium, without which
it cannot use any cash available in Ukraine to service the notes.

Repurchase Below Par: DTEK Energy plans to purchase with cash part
of its outstanding about USD1.5 billion toggle notes due 2027 for
an aggregate amount of up to a tender cap of USD50 million (but the
issuer reserves the right to increase the amount).

The buyback consists of a material reduction in terms as it is well
below par (the minimum price of USD0 per USD1,000 in principal
amount to a maximum price of USD270 per USD1,000 in principal
amount, when the last traded price was about 20% of the nominal).

Amendments and Waivers: The proposed waivers relate to the
reporting requirements in relation to publication of quarterly
operational and financial report, the annual audited, half-year
unaudited financial statements and quarterly reports on the
company's website and a publicly accessible conference call to
discuss financial results.

Proposed amendments include changes to the definitions of asset
sale and permitted investments to permit the company to make
additional charitable and social contributions of up to USD10
million per year and consent for certain repurchased notes to be
held by the issuer or its restricted subsidiaries in treasury.

Restricted Default: Fitch expects to downgrade the IDR to 'RD' on
completed tender offer and simultaneously re-rate the company at
'CC' to reflect the post-transaction capital structure.

DERIVATION SUMMARY

DTEK Energy's 'C' IDRs denote that a default or default-like
process has begun.

KEY ASSUMPTIONS

KEY RECOVERY RATING ASSUMPTIONS

- The recovery analysis assumes that DTEK Energy would be a going
concern (GC) in bankruptcy and that the company would be
reorganised rather than liquidated

- A 10% administrative claim

GC Approach

- Its GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganisation EBITDA level, upon which Fitch has based the
valuation of the company

- The Fitch-calculated GC EBITDA of UAH2 billion reflects potential
pressure resulting from the sustained invasion of Ukraine

- Debt is based on its estimate of post-restructuring debt

- An enterprise value multiple of 3.0x

- Eurobonds, bank loans and other debt rank equally among
themselves

Its waterfall analysis generated a waterfall generated recovery
computation for the notes in the 'RR5' band (11%-30%), indicating a
'C' instrument rating

RATING SENSITIVITIES

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

- An upgrade is unlikely due to the expected DDE

- The timely payment of upcoming interest and maturities

- Cessation of the military conflict, resumption of normal business
operations and improved liquidity

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

- Execution of a DDE or non-payment of the interest and the
maturing debt principal, which would result in a downgrade to 'RD'
The IDR will be further downgraded to 'D' if DTEK Energy enters
into bankruptcy filings, administration, receivership, liquidation
or other formal winding-up procedures, or ceases business.

ESG CONSIDERATIONS

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

   Entity/Debt           Rating          Recovery      Prior
   -----------           ------          --------      -----
DTEK Finance
plc

   senior
   unsecured    LT        C     Affirmed    RR5         C

DTEK Energy
B.V.            LT IDR    C     Downgrade               CC
                ST IDR    C     Affirmed                C
                LC LT IDR C     Downgrade               CC
                LC ST IDR C     Affirmed                C
                Natl LT   C(ukr)Downgrade           CCC(ukr)

   senior
   unsecured    LT        C     Affirmed    RR5         C

DTEK RENEWABLES: Fitch Affirms LongTerm IDRs at 'C' on Tender Offer
-------------------------------------------------------------------
Fitch Ratings has affirmed DTEK Renewables B.V.'s Long-Term
Foreign- and Local-Currency Issuer Default Ratings (IDR) and DTEK
Renewables Finance B.V.'s senior unsecured rating at 'C' following
a tender offer to the holders of its EUR325 million 8.5%
euro-denominated green bonds. Fitch will deem execution of the
offer as a distressed debt exchange (DDE).

KEY RATING DRIVERS

Low Residual Liquidity: Fitch regards DTEK Renewables' tender offer
for part of its bonds as a DDE given the weak financial standing of
the company, chiefly limited foreign-currency liquidity held
abroad, and restrictions on cross-border foreign-currency
payments.

Tender to Deplete Cash: Upon execution of the tender offer, DTEK
Renewables will use a substantial part of its cash in offshore
accounts, depending on the amount of buyback, for the notes
repurchase. If executed in the full targeted amount of EUR20
million, the repurchase would reduce future debt service, but the
company would be left with insufficient liquidity outside of
Ukraine for the upcoming debt service. DTEK Renewables has so far
not been granted exception to the foreign-exchange (FX) transfer
moratorium, without which it cannot use any cash available in
Ukraine for debt service. Private Joint Stock Company National
Power Company Ukrenergo (CC) and State Enterprise Guaranteed Buyer
recently repaid some of their liabilities to DTEK Renewables.

Repurchase Below Par: DTEK Renewables plans to purchase with cash
part of its outstanding EUR325 million green bonds for an aggregate
amount of up to a tender cap of EUR20 million (but the issuer
reserved the right to increase or decrease the amount).

The buyback consists of a material reduction in terms as it is well
below par (the minimum price of EUR10 per EUR1,000 in principal
amount to a maximum price of EUR300 per EUR1,000 in principal
amount, when the last traded price was about 20% of the nominal).
The tender offer is not combined with any consent solicitation to
remove restrictive covenants.

Restricted Default (RD): Fitch expects to downgrade the IDR to 'RD'
on completion of the tender offer and simultaneously re-rate the
company at 'CC' to reflect its post-transaction capital structure.

DERIVATION SUMMARY

DTEK Renewables' 'C' IDRs denote that a default or default-like
process has begun.

KEY ASSUMPTIONS

KEY RECOVERY RATING ASSUMPTIONS

- The recovery analysis assumes that DTEK Renewables would be a
going concern (GC) in bankruptcy and that the company would be
reorganised rather than liquidated

- A 10% administrative claim

- The assumptions cover the guarantor group only

- Its GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganisation EBITDA level upon which Fitch bases the
valuation of the company

- The GC EBITDA of subsidiaries Orlovsk WPP, Pokrovsk SPP and
Trifanovka SPP of about EUR23 million is factored into its GC
EBITDA for DTEK Renewables

- Enterprise value multiple at 3x

- These assumptions result in a recovery rate for the senior
unsecured debt at 'RR5' with a waterfall generated recovery
computation within the 11%-30% band.

RATING SENSITIVITIES

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

- An upgrade is unlikely due to the expected DDE

- The timely payment of upcoming interest and maturities from cash
in current accounts on being granted exception to the FX transfer
moratorium

- Cessation of military conflict, resumption of normal business
operations and improved liquidity

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

- Execution of a DDE or non-payment of interest and the maturing
principal, which would result in a downgrade to 'RD'. The IDR will
be further downgraded to 'D' if DTEK Renewables enters into
bankruptcy filings, administration, receivership, liquidation or
other formal winding-up procedures, or ceases business

ISSUER PROFILE

DTEK Renewables is the owner of wind and solar power generation
assets with a 950MW capacity in Ukraine.

ESG CONSIDERATIONS

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

   Entity/Debt             Rating        Recovery   Prior
   -----------             ------        --------   -----
DTEK Renewables
Finance B.V.

   senior
   unsecured      LT        C  Affirmed     RR5       C

DTEK Renewables
B.V.              LT IDR    C  Affirmed               C
                  LC LT IDR C  Affirmed               C

TRAVIATA BV: Fitch Affirms LongTerm IDR at 'B', Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed Traviata B.V.'s (holdco) Long-Term
Issuer Default Rating (IDR) at 'B' with a Stable Outlook. The
secured instrument ratings on its term loan B (TLB) and revolving
credit facility (RCF) have been affirmed at 'B+' with a Recovery
Rating of 'RR3'/68%

Traviata's 'B' IDR is derived by notching down from its credit
assessment of AS, based on factors such as income stream quality,
dividend diversification, proportionate holdco leverage, liquidity,
and dividend control and stability.

Fitch views AS's operating profile as solid, underpinned by a
diverse mix of classified listings, digital advertising and news
activities. The business has performed well in the face of the
health crisis and despite challenging macro conditions. This is
balanced by its currently high leverage. Its classified media
business delivers strong growth and high margins. Its news media
activities are diversified and advanced in digital transformation.

Following a spike in leverage in 2021 due to the Politico
acquisition, Fitch expects a period of deleveraging and lower
emphasis on M&A - its rating case forecasts funds from operations
(FFO) net leverage closing 2022 at 3.9x (net debt / EBITDA of 3.1x)
at AS, compared with 4.2x (3x) at end-2021. Notching of the holdco
debt takes into account proportionate holdco FFO net leverage of
7.1x in 2021 compared with a downgrade threshold of 7.5x.

KEY RATING DRIVERS

Strong AS Business Profile: Fitch believes that while AS is not
immune to macro pressures, the business enjoys core-revenue
stability, strong margins and consistent cash flow. Revenue growth
of 16% in 9M22 was accompanied by some margin pressure with a
company-defined adjusted EBITDA margin of 17.3%, down from 21.3% a
year ago. The margin erosion was driven by targeted investment in
the classified media and news media international businesses, with
some macro and secular effects recorded within the legacy print
news activities. Fitch expects group level margins to return to
2021 levels by 2024.

The degree to which AS classified platforms have proven integral to
their customers sales activity has confirmed its expectations of
the strength of the business model.

Restructuring on Track: Restructuring that was announced in 2019 is
ongoing and, in Fitch's view, well- targeted. Focus has been on
moving legacy print news online and driving cost efficiencies.
Initiatives to harmonise AVIV, the pan-Europe real-estate
classified business, should drive growth and over time improve
margins. Investments, mainly in editorial, are also being made in
the international news operations. Revenue pressures are being felt
in advertising and circulation, while newsprint pricing is expected
to drive cost pressures in the national news business.

Fitch views management's ambition to migrate the news media
business to a largely digitally-based one to be an effective
response to the secular trends in print media.

Holdco Interest Cover: Our key financial metric for Traviata's debt
is dividend/interest coverage. With no repayment amortisation this
effectively measures cash flow debt service. Its downgrade
threshold for the holdco debt is set at 1.1x and its rating case
assumes an annual opco dividend of EUR125 million. Anticipated
rises in policy rates and its belief that the holdco debt attracts
a margin towards the top of its pricing grid drive a forecast
coverage of just above the downgrade threshold. This remains
consistent with the rating but is likely to anchor the holdco
rating at the current level.

Opco Cash flow: The ability of the holdco to service debt is
dependent on pre-dividend free cash flow (FCF) at the opco level.
Historically, dividends from AS as a listed company were
consistently higher than in its base case. Despite some
pandemic-related and macro pressures opco FCF performed well in
2021 with a pre-dividend FCF margin of 5.4%. Its forecasts
consistently predict a mid-to-higher single-digit FCF margin,
comfortably supporting its dividend assumptions.

Acquisitions to Moderate: AS has historically been acquisitive, a
strategy that has continued since its listed shares were bought out
by KKR in 2020. Its most recent transaction was the acquisition of
political news site Politico in 2021. An increase in FFO net
leverage in 2021 to 4.2x was softened by disposal proceeds as well
as underlying performance. Politico is an example of a high- growth
digital asset with a specialist focus offering some non-cyclical
qualities. Fitch expects M&A to ease as management focus on organic
investment and lowering debt.

Balanced Financial Policy: Disposal proceeds in 2021 helped offset
the impact of the Politico deal, and Fitch expects AS to focus on
deleveraging. The holdco used its share of a special dividend in
2021 to prepay part of the TLB. In Fitch's view both developments
underline a balanced financial policy. As well as deleveraging
Fitch expects management to reserve the option to ease organic
investment if economic conditions prove particularly acute.

Holdco Proportionate Leverage: Under Fitch's Investment Holding
Company Criteria Fitch measures the holdco's proportionate leverage
- 100% of holdco debt and a proportional share of the opco's debt
and cash flow - and compare it against a more typical leveraged
finance corporate structure.

Threshold Reset: Fitch is moving leverage thresholds to EBITDA
based metrics across its corporate finance portfolio and has reset
the threshold band for Traviata to proportionate net debt / EBITDA
at 5x/6.5x from proportionate FFO net leverage of 6x/7.5x. While
its forecast for 2023 proportionate net debt / EBITDA is 4.2x, and
therefore below the upgrade threshold, the rating is more likely to
remain anchored by a forecast dividend / interest cover marginally
above its downgrade threshold of 1.1x.

DERIVATION SUMMARY

Traviata's 'B' IDR has been derived by notching against its credit
assessment of AS and taking into account factors that include
income stream quality, dividend diversification, proportionate
holdco leverage, liquidity, and a range of cash flow metrics with
dividend / interest cover viewed as a key metric.

KEY ASSUMPTIONS

For AS

Revenue growth of a high single digit CAGR through the rating
horizon (2022-2025), driven by classified media growth

Fitch-defined EBITDA margin (including recurring restructuring) to
fall to 16.1% in 2022, reflecting pressures/investment in news
media national and investment in higher-growth parts of the
business. Fitch defined EBITDA margin to gradually increase
approaching 20% by 2025

Restructuring expenses, treated as recurring and included in
EBITDA; at EUR18 million in 2022, before gradually decreasing to
EUR8 million in 2025

Capex at 4.4%-4.7% of sales through the rating horizon

Dividends of EUR125 million a year

Recovery Assumptions (Traviata)

Fitch uses a going-concern (GC) approach in its recovery analysis,
assuming that AS would be considered a GC in the event of a
bankruptcy

A 10% administrative claim

AS's GC EBITDA is estimated at EUR490 million assumes a rapid
decline in analog/printed media EBITDA and higher competition/lower
growth in the classifieds/digital business

The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganisation EBITDA level upon which we base the enterprise
valuation (EV)

An EV multiple of 6x EBITDA is applied to the GC EBITDA to
calculate a post-reorganisation EV. This is above the mid-point
(5.0x) for EMEA region according to its new Recovery Rating
Criteria

Fitch believes an above mid-point multiple is warranted in due to
AS's growth profile in the classifieds business and strong market
position in main markets, although growth profile in the classified
segment is tempered by the secular decline in publishing and the
implementation of digital strategy

The above results in a 68% recovery of secured debt assuming a
EUR637 million TLB and fully drawn EUR125 million RCF

RATING SENSITIVITIES

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

- A sustained decline in net proportional holdco leverage below
6.0x (equivalent to a proportionate net debt / EBITDA metric of
5x).

- Holdco dividend interest coverage above 2x on a consistent
basis.

- FFO net leverage below 3.5x (and net debt / EBITDA of 3.0x) on a
sustained basis may be positive for our credit assessment of AS.

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

- A sustained increase in net proportional hold leverage above 7.5x
(equivalent to proportional net debt / EBITDA of 6.5x)

- Holdco's dividend interest coverage of less than 1.1x or drawdown
on the holdco RCF to fund interest costs

- AS's FFO net leverage above 4.5x (and 4x net debt / EBITDA) on a
sustained basis; net debt/cash flow from operations less capex
above 5.5x on a sustained basis, excluding the Berlin headquarters
capex; or an expected erosion of competitive position would be
viewed as negative for its credit assessment of AS

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Traviata's liquidity is satisfactory, supported
by the EUR125 million RCF (undrawn at end-September 2022). This
provides contingent liquidity in the event of a shortfall in
dividend receipts to meet annual interest payments of around EUR55
million. A springing net proportionate leverage covenant is set at
8.75x once the RCF is drawn above 40%.

AS's liquidity is strong, supported by EUR350 million of cash and
equivalents as well as access to a EUR1,500 million RCF with a
maturity of 2024, of which EUR647 million was drawn as at
end-September 2022.

ESG CONSIDERATIONS

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

ISSUER PROFILE

Traviata is the investment holding company used by KKR to fund its
ownership stake in Axel Springer in 2019, in a transaction that
resulted in the delisting of AS.

AS is a diversified media company encompassing classified media
(classified portals focused on recruitment and real estate) and
news media (national and international news including leading
digital portals, Insider and Politico) and media marketing.

   Entity/Debt             Rating        Recovery   Prior
   -----------             ------        --------   -----
Traviata B.V.       LT IDR B  Affirmed                B

   senior secured   LT     B+ Affirmed      RR3       B+



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

GRUPO ANTOLIN: S&P Downgrades ICR to 'B-', Outlook Stable
---------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Grupo Antolin and its issue rating on its senior secured debt to
'B-' from 'B'.

The stable outlook reflects S&P's expectation that Grupo Antolin
will generate revenue growth of 6%-8% and broadly stable adjusted
EBITDA margins of about 5% next year while maintaining a sufficient
liquidity cushion as working capital pressures on its FOCF
eventually abate.

Grupo Antolin's operating performance has been constrained by
persistently challenging market conditions since the peak of the
pandemic, and more recently by inflation and high demands on
working capital that weigh on cash flow generation.

The contraction in global automotive production has constrained
Grupo Antolin's earnings over the last few years, pressuring
profitability and fueling high adjusted debt to EBITDA of about 8x
in 2020 and 2021. The increase in raw material costs (about 60% of
total costs) that started last year has hindered a recovery in
Grupo Antolin's profitability, with EBITDA margins hovering at
about 5% since 2020, compared with 5.9% in 2019. Although the
negative impact from raw material inflation could ease somewhat
next year, we estimate that the increase in other operating
expenses such as labor (22% of total costs) and to a lesser extent
energy (1%-2%) will continue to weigh on profitability. S&P said,
"We anticipate adjusted EBITDA will slightly increase to EUR230
million-EUR250 million in 2023 from about EUR210 million-EUR230
million this year thanks to some volume growth, with broadly stable
EBITDA margins of about 5%. We expect our adjusted leverage figure
will be about 7x at the same time. Although the scope and timing of
the company's planned transformation plan remain unknown at this
stage, we also believe that potentially increasing restructuring
costs could weigh on short-term credit metrics before operating and
profitability benefits are realized."

S&P said, "Elevated working capital outlays are further weighing on
Grupo Antolin's credit metrics. We anticipate Grupo Antolin will
report a FOCF deficit of EUR25 million-EUR45 million this year,
mainly due to a working capital consumption of EUR60 million-EUR80
million and constrained EBITDA growth. The sharp inflation in raw
materials led to an inventory buildup, with a EUR175 million
working capital cash consumption for the nine-months ended Sept.
30, 2022. This figure includes about EUR60 million of safety stocks
that the company set aside to maintain stable production should
supply chains remain tight or disrupted by component shortages.
Although we do not net cash from our adjusted debt figure, the FOCF
deficit weighs on the company's ability to progressively reduce its
gross debt load (about EUR1.2 billion on Sept. 30, 2022). That
said, the company's ability to generate modest FOCF before working
capital changes could support the rating over time. We estimate
this metric will improve to EUR20 million-EUR40 million in 2022 and
2023 from broadly breakeven levels in 2020 and 2021.

"Comparatively lower margins constrain the rating. We view the
company's adjusted EBITDA margin of about 5% as below the average
for auto suppliers. We believe this partly stems from Grupo
Antolin's relatively low value-added product offering, which mainly
consists of commoditized interior parts such as fabric, foam or
plastic-based trims and headliners. We believe this, along with
continued intense competition, result in modest pricing power with
its original equipment manufacturer (OEM) clients. Although we
estimate the company's recent efforts to compensate for inflation
in raw materials will translate into cost recovery rates of 70%-80%
(which we view as average for the industry) by year-end and in
2023, it will also have to absorb higher labor and energy costs
with no or limited compensation under its outstanding platform
contracts."

Liquidity is adequate, but covenant headroom will be thin at the
first-quarter 2023 test. The group's liquidity position remains
supported by sizable cash balances of EUR223 million as of Sept.
30, 2022, an almost fully available revolving credit facility (RCF)
of EUR200 million, due 2026, and no significant near-term debt
maturities. The company also has a track record of obtaining
covenant waivers or relaxations from its core lender group in a
timely fashion if needed, which S&P views favorably. S&P
anticipates modest covenant headroom of about 15% for
fourth-quarter 2022 but very narrow leeway for the first-quarter
2023 covenant test.

Commercial momentum could pave the way for stronger credit metrics
in 2024. For the nine months ended Sept. 30, 2022, the company
secured a record order intake of EUR5.3 billion, with a prominent
share of 75% in doors and cockpit, its biggest segment. This
business unit represented about 55% of year-to-date sales, with a
reported EBITDA margin of about 10% compared with 6.8% for
headliners, its second biggest segment (37% of sales). This
translates into a sound book-to-bill ratio of about 1.7x over the
period and should support revenue growth and operating margins when
the associated car platforms ramp up in 2024-2025. S&P said, "We
also view favorably Grupo Antolin's commercial progress on electric
vehicle (EV) models such as the Ford Mustang Mach-e or the new
Tesla Model 3, and with Chinese manufacturers such as BYD and Nio.
Overall, we view the company as broadly shielded against the
powertrain transition because its interior products are required in
all cars, independent of the engine type."

S&P said, "The stable outlook reflects our expectation that Grupo
Antolin will show revenue growth of 6%-8% and broadly stable
adjusted EBITDA margins of about 5% in the next 12 months,
supported by the gradual auto production recovery and a progressive
absorption of higher operating costs. We estimate this will
translate into stronger FOCF as current working capital drags
abate, supporting the company's liquidity position and covenant
leeway.

"We could lower our rating on Grupo Antolin if adjusted FOCF
remains materially negative and pressures its liquidity position
due to weaker-than-expected volumes, setbacks in cost inflation
management, or prolonged working capital outlays. Although less
likely, an increasing probability of a covenant breach under the
company's debt facilities that is not swiftly addressed could
likely lead to steeper rating downside in the near term.

"We could raise our rating on Grupo Antolin if we expect it can
sustain debt to EBITDA consistently below 6x, coupled with
sustainably positive FOCF. Such a scenario could stem from a
stronger-than-anticipated recovery in auto production or adjusted
EBITDA margins improving more firmly above 5% thanks to successful
cost management and structural operating efficiencies. A higher
rating would also require at least 15% sustained covenant headroom
under the debt facilities."

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

S&P said, "ESG factors have an overall neutral influence on our
credit rating analysis for Grupo Antolin. Grupo Antolin's interior
parts (overheads, door trims, lighting, and cockpits) are used in
all cars regardless of engine type. For this reason, we do not
expect the rising share of EVs in global car production to
materially affect the company's credit quality."




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

BURLEIGHS GIN: Appoints Administrators, Business Put Up for Sale
----------------------------------------------------------------
Nicola Carruthers at The Spirits Business reports that English gin
producer Burleighs has appointed administrators and is in the
process of selling the business to an unnamed bidder.

According to the UK's official public record website, The Gazette,
Burleighs Gin filed a petition to wind up its business on Oct. 27
in the High Court. The petition will be heard at the High Court in
London on Dec. 14, The Spirits Business relates.

Burleighs hired David Elliot and Bai Cham of Begbies Traynor as its
joint administrators on Dec. 5, The Spirits Business discloses.

Last month, the Leicestershire-based gin producer put its business
up for sale through property consultant Lambert Smith Hampton, The
Spirits Business recounts.  Offers for the business were to be
submitted by Dec. 1, The Spirits Business notes.

"After reviewing the company's financial position, the directors of
Burleighs concluded that a successful resolution to a very
long-standing debt could not be reached," The Spirits Business
quotes Mr. Elliot as saying.

"As such, one of the secured lenders had no other option but to
move the business into administration so that a successful outcome
could be reached for as many stakeholders as possible.

"Following the appointment, Begbies has successfully marketed the
business for sale and a preferred bidder has been selected.

"It is hoped that a successful conclusion to the sale process will
be reached by Christmas with the business starting the new year
under new and supportive ownership."

Burleighs is on His Majesty's Revenue & Customs' (HMRC) current
list of deliberate tax defaulters, which names those who have
knowingly made errors in their tax returns or have failed to comply
with tax rules, according to The Spirits Business.

HMRC stated the total amount of penalties charged to Burleighs Gin
was GBP63,939.13 (US$78,650), covering the period of January 2,
2018 to October 11, 2018, The Spirits Business notes.


DAWNFRESH SEAFOODS: Fish Farming Unit Solvent at Time of Collapse
-----------------------------------------------------------------
Fish Farmer reports that after its parent, Dawnfresh Seafoods, fell
into administration earlier this year, trout farmer Dawnfresh
Farming continued to trade solvently -- with the help of a GBP2
million loan from one of its directors.

Dawnfresh Seafoods was placed into the hands of administrators, FRP
Advisory, in February, Fish Farmer recounts.  The latest accounts
for its subsidiary Dawnfresh Farming, published on Nov. 30, show
that the business recorded a gross profit of just under GBP4.48
million on turnover of GBP20.4 million for the period to March 27,
2022, Fish Farmer discloses.  Net profit was GBP2.24 million, down
22% on net profit for the period 2020/21, Fish Farmer states.

The fall in profit and turnover is attributed to "a significant
environmental event" at the company's Loch Etive 4 site, Fish
Farmer notes.  The annual report says that personnel were diverted
to treat the fish rather than feeding them, which reduced the
site's harvest volumes, Fish Farmer relays.

According to Fish Farmer, following the collapse of Dawnfresh
Seafoods, the report says, the "vast majority" of sales for
Dawnfresh Farming have been made to overseas companies directly.
It goes on: "This has been very successful as export sales have
largely been at higher prices and the exchange rates have been in
our favour."

The company's going concern report states: "The directors have
effectively managed their cashflow by securing GBP2 million loan
funding from a director at March 2022."

The administrators are reportedly confident that they will find a
buyer for the fish farming business, Fish Farmer notes.


FIRBER ENGINEERING: Goes Into Administration, Buyer Sought
----------------------------------------------------------
Ian Evans at TheBusinessDesk.com reports that Nottinghamshire steel
fabricator Firber Engineering has slipped into administration after
54 years in business.

Simon Chandler and Scott Bevan of Mazars have been handed the task
of seeking a buyer for all or part of Firber's assets after being
appointed joint administrators on Nov. 23, TheBusinessDesk.com
relates.

According to TheBusinessDesk.com, rising steel costs partly caused
by the conflict in Ukraine are understood to have caused
"significant" cash flow issues for the business, while a
pandemic-related decline in profits also appears to have
precipitated the Kirkby-in-Ashfield firm's collapse.

The skip manufacturing specialist has ceased trading and all 29 of
its employees have been made redundant, TheBusinessDesk.com
discloses.


MOTION MIDCO: S&P Affirms 'CCC' Notes Rating, Alters Outlook to Pos
-------------------------------------------------------------------
S&P Global Ratings revised its outlook on Merlin Entertainment's
owner Motion Midco Ltd. to positive from stable and affirmed its
'B-' long-term issuer credit rating. S&P also affirmed its 'B'
issue rating on the senior secured debt and its 'CCC' issue rating
on the senior notes.

The positive outlook reflects that S&P could raise the ratings on
Motion within the next 12 months if, despite current pressures on
consumer discretionary spending and macroeconomic headwinds, the
group maintains its current credit metrics with a supportive
financial policy of leverage tolerance at current levels or lower.

Higher pricing supports Merlin's profitability and cash flow
generation. Over the past two quarters, Merlin has returned to its
pre-pandemic revenue base and improved its margin profile despite
seeing fewer visitors. Merlin's owner Motion Midco reported S&P
Global Ratings-adjusted EBITDA of GBP606 million for the first nine
months of 2022, up about GBP135 million from the same period in
2019, and adjusted operating margins of 38.9% (about 550 basis
points higher). Higher pricing was a major contributor to the
margin improvement as revenue per customer (RPC) increased by more
than 25% from 2019 levels. This translated into an average increase
of about GBP6 per customer, with the overall average RPC for the
first nine months of 2022 being GBP30.30. Visitor attendance in
third quarter 2022 remained about 20% below the 2019 level, partly
from its group's capacity and revenue management strategy but also
from COVID-19-related restrictions in China and fewer international
tourists, which weakens the group's midway segment. S&P forecasts
the group's S&P Global Ratings-adjusted EBITDA will reach about
GBP700 million and the group's S&P Global Ratings-adjusted leverage
will improve to about 11.6x (7.7x excluding the shareholder loan)
in 2022.

Inflation, high energy costs, and rising mortgage payments could
slash consumer discretionary spending in 2023. While economic
momentum has protected the U.S. economy this year, 2023 is likely
to bring fresh challenges. Extremely high prices and aggressive
rate hikes will weigh on affordability and aggregate demand. Recent
indicators suggest that rising prices and interest rates are eating
away at private-sector purchasing power. S&P said, "Similarly, we
believe the U.K. will enter 2023 in a weaker position than we
previously thought. We now forecast a 1% contraction before a
moderate rebound, with the economy weighed down by recent fiscal
tightening. Nevertheless, the pain may be felt more widely and
acutely than in previous recessions as we forecast people will keep
their jobs yet still struggle to make ends meet amid high
inflation. Merlin's revenue is exposed to discretionary consumer
spending and we expect the impact of customer's tightening their
belts will be seen on Merlin's results next year. We expect these
headwinds to be offset by earnings from the new business
developments (NBD) segment, including Legoland New York and South
Korea, and recovering volumes in the Asia Pacific region. Unlike
other regions, Merlin's 2022 results for Asia Pacific were still
affected by local restrictions and disruptions to travel patterns.
The positive outlook reflects our view that Merlin could maintain
its current metrics in 2023 absent material reductions in visitor
attendance."

Rising staff costs, energy expenditure, and interest payments will
dilute the group's FOCF in 2023. Merlin faced challenges to recruit
seasonal staff during the peak summer season of 2022, with low
unemployment levels in its key markets, and was forced to offer pay
increases to attract suitable talent. S&P forecasts the wage
inflation headwind to remain elevated in 2023 particularly in
Germany and the U.K. where the minimum wage is being raised.
Additionally, the group forecasts its utility costs to be about
GBP90 million in 2023 (compared with GBP40 million in 2019).
Through the mix of fixed-rate notes and interest-rate swaps and
caps, Merlin has hedged 66% of its financial debts. It remains
exposed to rising interest-rate risk on its GBP1.3 billion
floating-rate loans. Merlin's NBD drops in the future periods once
capital expenditure (capex) related to Legoland Korea is complete.
The company's ability to sustain its FOCF after lease payments
above GBP100 million is an important support for a higher rating.

S&P said, "The positive outlook reflects that we could raise the
ratings on Motion within the next 12 months if, despite current
pressures on the consumer discretionary spend and macroeconomic
headwinds, the group maintains its current credit metrics with a
supportive financial policy of leverage tolerance at current levels
or lower. An upgrade would also hinge on our believing that
economic conditions in 2023 will remain strong enough to allow
Merlin to preserve its higher RPC relative to 2019."

S&P could raise the rating over the next 12 months if Merlin
maintains the current metrics including:

-- S&P Global Ratings-adjusted EBITDA margin above 30%;
-- S&P Global Ratings-adjusted debt to EBITDA materially below
8.5x (13.5x including preference shares); and

-- FOCF after lease payments (excluding growth capex) of above
GBP100 million.

An upgrade would also depend on recovery of economic activity, as
S&P expects, in 2024. S&P Global Ratings forecasts that after a
slight recession in 2023, GDP growth in the U.K. should reach 1.3%
in 2024, while the U.S. and the eurozone should both see growth of
1.4%.

S&P said, "We could revise the outlook to stable if weak consumer
confidence, lower visitor volumes, and cost headwinds result in
credit metrics eroding from the current levels, including S&P
Global Ratings-adjusted leverage deteriorating above 13.5x (8.5x
excluding shareholder loans), and the FOCF after lease payments
doesn't improve as anticipated in our base case. We could also
revise the outlook back to stable if the group's liquidity dropped
materially due to one-off factors including park incidents,
penalties, or compensation."

ESG Credit Indicators: E-2, S-3, G-3


PAVILLION MORTGAGES 2022-1: Fitch Puts BB(EXP)sf Rating on E Notes
------------------------------------------------------------------
Fitch Ratings has assigned Pavillion Mortgages 2022-1 PLC's notes
expected ratings, as detailed below.

The assignment of final ratings is contingent on the receipt of
final documents confirming to information already received.

   Entity/Debt           Rating        
   -----------           ------        
Pavillion Mortgages
2022-1 PLC

   Class A           LT AAA(EXP)sf  Expected Rating
   Class B           LT AA(EXP)sf   Expected Rating
   Class C           LT A(EXP)sf    Expected Rating
   Class D           LT BBB(EXP)sf  Expected Rating
   Class E           LT BB(EXP)sf   Expected Rating

TRANSACTION SUMMARY

Pavillion Mortgages is a securitisation of owner-occupied (OO)
mortgages originated by Barclays Bank UK PLC and backed by
properties in the UK. The loans to be securitised are predominantly
recent high loan-to-value (LTV) originations (85%-95%), up to and
including September 2022, with 74.5% of the borrowers being first
time buyers (FTBs).

KEY RATING DRIVERS

High LTV Lending: The pool consists of loans originated with an LTV
above 85%. The weighted average (WA) original LTV is consequently
higher than the average for Fitch-rated RMBS at 89%. Fitch's WA
sustainable LTV is also higher than average at 110.1%, resulting in
a higher-than-average foreclosure frequency (FF) and lower recovery
rates (RR) than transactions with lower LTV metrics.

High Concentration of FTBs: Of the borrowers in the pool, 74.5% are
FTBs. Fitch considers that FTBs are more likely to suffer
foreclosure than other borrowers and has considered their
concentration in this pool analytically significant. In line with
its criteria, Fitch has applied an upward FF adjustment of 1.4x to
each loan where the borrower is an FTB.

Robust Excess Spread: The WA margin on the class A-E notes is 1.09%
(1.73% after the step-up date) with the class A notes margin of 90
bps over SONIA. The WA fixed rate paid on the portfolio is 2.53%,
with a reversion margin of 3.49% over the Bank of England Base
Rate. Therefore, the transaction benefits from strong excess
spread, which can be used to clear any losses debited to the
principal deficiency ledger through the interest priority of
payments.

Fixed Interest Rate Hedging Schedule: All loans pay a fixed rate of
interest (reverting to a floating rate), while the notes pay a
SONIA-linked floating rate. The issuer will enter into a swap at
closing to mitigate the interest rate risk arising from the
fixed-rate mortgages in the pool. The swap features a defined
notional balance that could lead to over-hedging in the structure
due to defaults or prepayments, which could reduce available
revenue funds in decreasing interest rate scenarios.

RATING SENSITIVITIES

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

The transaction's performance may be affected by changes in market
conditions and economic environment. Weakening economic performance
is strongly correlated to increasing levels of delinquencies and
defaults that could reduce credit enhancement available to the
notes.

Unanticipated declines in recoveries could also result in lower net
proceeds, which may make certain notes susceptible to potential
negative rating action depending on the extent of the decline in
recoveries. Fitch conducts sensitivity analyses by stressing both a
transaction's base case FF and RR assumptions, and examining the
rating implications on all classes of issued notes. Fitch tested a
sensitivity of a 15% increase in the WAFF and a 15% decrease in the
WARR and the results indicate downgrades of up to two notches.

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

Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing credit enhancement levels and
potential upgrades. Fitch tested an additional rating sensitivity
scenario by applying a decrease in the FF of 15% and an increase in
the RR of 15%. The impact on the notes could be upgrades of up to
one category.

DATA ADEQUACY

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

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

ESG CONSIDERATIONS

Pavillion Mortgages 2022-1 PLC has an ESG Relevance Score of '4'
for Human Rights, Community Relations, Access & Affordability due
to the concentration of FTBs, which have a weaker credit profile
than other borrowers and may affect the transaction's credit risk.
The proportion of FTBs is higher than for other prime transactions,
but is comparable with other high-LTV transactions rated by Fitch.

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.

THURROCK COUNCIL: Has GBP500MM Funding Gap Over Failed Investments
-------------------------------------------------------------------
The Bureau of Investigative Journalism reports that the scarcely
believable scale of the crisis engulfing Thurrock council has been
revealed, with a series of failed investments having left a hole in
its budget of almost GBP500 million -- the biggest ever reported by
a UK local authority.

This funding gap has been disclosed in a council report that hints
at the devastating impact of a scandal uncovered over the last
three years by the Bureau.  However, the report omits vital details
about the deals that got the council into this position, the Bureau
of Investigative Journalism notes.

According to the Bureau, the budget report shows that four
investments made by the Conservative-run council have lost a total
of GBP275 million.  But it does not disclose the companies involved
or how much money went into each deal -- details the council has
spent years fighting to keep secret, the Bureau  states.

Despite this, the Bureau can reveal the failed investments behind
an eye-watering deficit that is more than three times the council's
annual budget.

Most stark is the GBP655 million provided to companies owned by
businessman Liam Kavanagh for the purchase of more than 50 solar
farms, the Bureau discloses.  Earlier this month, his company,
Toucan Energy Holdings 1, was put into administration, the Bureau
recounts.  

"The council repeatedly dismissed concerns raised by our
investigation about those deals, even after our story in July
revealed that GBP138 million of investment was effectively
unaccounted for," the Bureau relays.  According to an internal
council document seen by the Bureau, the council expects the deals
to lose GBP188 million.

On top of this is GBP94 million tied up in the lender Just Loans
Group -- a series of investments the council has made no mention of
publicly but about which the Bureau has pieced together details
from internal documents and public accounts, the report notes.  The
company went bust in June with the council as its main creditor,
the Bureau recounts.  The loss to the taxpayer is estimated to be
GBP65 million, according to the Bureau.

The council was also owed GBP20 million it had invested in PWE
Holdings to help expand its business supplying eco-friendly
generators to leisure centres.  Instead, at least GBP15 million was
used to set up a credit company, the Bureau states. With little
prospect of getting its money back, the council recently converted
the debt into equity, meaning it now owns a company that lost
GBP3.5 million in 2021 and GBP4.6 million in 2020, the Bureau
discloses.  The recoverable amount from the council's GBP20 million
outlay? Just GBP1 million, the Bureau notes.

A fourth investment referred to in documents seen by the Bureau as
"Allied Care Bond" has resulted in a loss of GBP1.7 million,
according to the Bureau.

The total loss incurred because of these investments is included in
the report, but the above details are not, notes the Bureau.

Earlier last month TEH1 went into administration and buyers are now
being sought for the sites, the Bureau recounts.  The Bureau has
seen a document that says the GBP655 million the council is owed by
the company will be written down by GBP188 million.  In a statement
issued through his legal firm Carter Ruck, Mr. Kavanagh, as cited
by the Bureau, said he had no role in the management of TEH1.



                           *********


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

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

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

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

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

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


                * * * End of Transmission * * *