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

                          E U R O P E

          Friday, December 23, 2022, Vol. 23, No. 250

                           Headlines



A R M E N I A

YEREVAN CITY: Fitch Affirms LongTerm IDRs at 'B+', Outlook Stable


B E L A R U S

EUROTORG: S&P Withdraws 'SD/SD' Issuer Credit Ratings


F I N L A N D

MULTITUDE SE: Fitch Assigns 'B+' LongTerm Rating to Sr. Unsec Bond


F R A N C E

GRANITE FRANCE: S&P Assigns 'B' Long-Term ICR, Outlook Stable


G E O R G I A

GEORGIAN RAILWAY: Fitch Affirms 'BB-' LongTerm IDRs, Outlook Stable


G E R M A N Y

PCF GMBH: Fitch Corrects Dec. 15 Ratings Release
TELE COLUMBUS: Moody's Affirms B3 CFR & Alters Outlook to Negative
THYSSENKRUPP: S&P Ups LT Rating to 'BB' on Transformation Progress
TK ELEVATOR: Moody's Affirms B2 CFR & Alters Outlook to Negative
TUI AG: Moody's Affirms 'B3' CFR & Alters Outlook to Positive

WITTUR INTERNATIONAL: S&P Downgrades ICR to 'CCC+', Outlook Neg.


I R E L A N D

BRIDGEPOINT CLO IV: S&P Puts Prelim. B-(sf) Rating to Class F Notes
TAURUS 2021-3: Moody's Cuts Rating on EUR59MM Class E Notes to B1


I T A L Y

COLT SPV: Moody's Assigns B2 Rating to EUR79.1MM Class B Notes


L U X E M B O U R G

AFE SA SICAV-RAIF: Moody's Cuts CFR to B3, On Review for Downgrade


P O L A N D

CYFROWY POLSAT: S&P Downgrades LT ICR to 'BB', Outlook Stable


R O M A N I A

BANCA TRANSILVANIA: Fitch Affirms BB+ LongTerm IDR, Outlook Stable
GARANTI BANK: Fitch Affirms LongTerm IDR at 'BB-', Outlook Stable


R U S S I A

OTKRITIE BANK: Bank of Russia Agrees to Sell Lender to VTB
TASHKENT CITY: Fitch Affirms LongTerm IDRs at 'BB-', Outlook Stable


S P A I N

MEIF 5 ARENA: S&P Alters Outlook to Positive, Affirms 'B+' LT ICR
PRIMAFRIO IBERICA: Moody's Assigns First Time 'B1' CFR


S W E D E N

INTRUM AB: Fitch Give Final 'BB' Rating to EUR450MM Sr. Unsec Bond
NOBINA AB: Fitch Lowers LongTerm IDR to 'BB', Outlook Stable


S W I T Z E R L A N D

CLARIANT AG: Moody's Affirms Ba1 CFR & Alters Outlook to Positive


U N I T E D   K I N G D O M

ADVANZ PHARMA: Fitch Affirms LongTerm IDR at 'B', Outlook Stable
BOPARAN HOLDINGS: Fitch Corrects Nov. 21 Ratings Release
CULTURA GROUP: Goes Into Administration
FARFETCH LTD: S&P Assigns 'B-' Long-Term Issuer Credit Rating
MADE.COM: Proposes to Enter Voluntary Liquidation Process

ONE LIFE: Enters Administration After Failing to Meet FCA Rules
PIERPONT BTL 2021-1: S&P Raises E-Dfrd Notes Rating to 'BB+ (sf)'
SAFE HANDS: Enters Administration, Halts Operations
SLEEP DESIGN: Bought Out of Administration by Baaj Capital
VICTORIA PLC: Moody's Affirms B1 CFR & Alters Outlook to Negative



X X X X X X X X

[*] BOOK REVIEW: Transnational Mergers and Acquisitions

                           - - - - -


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A R M E N I A
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YEREVAN CITY: Fitch Affirms LongTerm IDRs at 'B+', Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has affirmed Armenian City of Yerevan's Long-Term
Foreign- and Local-Currency Issuer Default Ratings (IDRs) at 'B+'
with Stable Outlooks.

The affirmation reflects Yerevan's Standalone Credit Profile (SCP)
of 'bb-' resulting from a combination of 'Vulnerable' risk profile
and 'aaa' debt-sustainability assessment, and a cap by the
sovereign ratings of Armenia at 'B+'.

KEY RATING DRIVERS

Risk Profile: 'Vulnerable'

Yerevan's 'Vulnerable' risk profile is driven by five 'Weaker' key
risk factors (revenue robustness and adjustability, expenditure
adjustability, liabilities and liquidity robustness and
flexibility) and one 'Midrange' factor (expenditure sustainability)
in a country rated in the 'B' category or below.

The assessment reflects Fitch's view of very high risk relative to
international peers that Yerevan's ability to cover debt service by
its operating balance may weaken unexpectedly over the forecast
horizon (2022-2026). This may either be due to lower-than-expected
revenue, higher-than-expected expenditure, or because of an
unanticipated rise in liabilities or debt-service requirements.

Revenue Robustness: 'Weaker'

Yerevan's operating revenue is mostly composed of transfers from
the central budget, which averaged 68% in 2017-2021. A majority of
transfers are earmarked for targeted spending or delegated
mandates, while the rest is general-purpose grants aimed at
enhancing the city's fiscal capacity. Taxes averaged 18% of
operating revenue in 2017-2021 with its tax base composed solely of
property taxes. As most of the revenue is stemming from a 'B+'
rated counterparty Fitch assesses Yerevan's revenue robustness as
'Weaker'.

Revenue Adjustability: 'Weaker'

The city's fiscal flexibility is limited by institutional
arrangements under which fiscal authority is concentrated at the
central government. The latter has a monopoly over setting tax
rates or introducing new taxes.

In addition to collecting property taxes Yerevan also collects
various fees and charges (15% of operating revenue in 2021), part
of which could be adjusted by the city. As most of them are already
set at the maximum level, the scope for revenue increase would
cover less than 50% of what Fitch would expect of a revenue decline
in an economic downturn.

Expenditure Sustainability: 'Midrange'

Yerevan exercises spending restraint, as underscored by spending
growth tracking revenue growth. The city's responsibilities have
remained broadly stable through economic cycles. The largest
spending item is education, which accounted for 32% of total
spending in 2021. It was followed by public transport, at another
27% of expenditure. Most spending is financed with transfers from
the central budget, which makes the city's budgetary policy
dependent on the decisions of the central government.

Expenditure Adjustability: 'Weaker'

Most spending responsibilities are mandatory, with inflexible items
dominating expenditure. Therefore, the bulk of expenditure could be
difficult to cut in response to a fall in revenue. Spending
flexibility is further constrained by a modest share of capex,
averaging 12% of total expenditure in 2017-2021. High
infrastructure needs mean the city would be unable to further cut
its capex.

Liabilities & Liquidity Robustness: 'Weaker'

Capital market development in Armenia is less than mature while the
city has had limited practice in debt management given its
free-debt status until 4Q20. The national legal framework has
strict limitations on debt policy, which do not allow new debt -
both local and foreign currency - to be raised until existing debt
obligations are fully repaid.

The city's debt management may be tested by its drawdown of its
loan from European Investment Bank (EIB; see 'Liquidity and Debt
Structure'). Contingent risk is limited by the moderate debt of
Yerevan's municipal companies with the city providing guarantees on
less than 5% of their debt.

Liabilities & Liquidity Flexibility: 'Weaker'

The largest source of liquidity for the city is its accumulated
cash, which totaled AMD24.7 billion at end-2021. There are no
restrictions on the use of liquidity. Yerevan holds its cash in
treasury accounts as deposits with commercial banks are prohibited
under the national legal framework. For extra liquidity the city
could borrow from the national treasury. As only limited forms of
liquidity are available and potential counterparty risk is caped at
'B+' Fitch assesses this factor as 'Weaker'.

Debt Sustainability: 'aaa category'

In its rating case Fitch assumes that Yerevan will continue to draw
down its EIB loan to the limit of EUR7 million. However, the city's
debt levels will remain moderate, with little impact on debt-
sustainability metrics in 2022-2026. Fitch expects the city's debt
payback ratio - the primary metric of debt-sustainability
assessment for Type B local and regional governments (LRG) - will
remain strong at under 5x, which corresponds to a 'aaa' assessment.
The latter is also supported by prudent secondary metrics.

DERIVATION SUMMARY

Fitch classifies Yerevan as a type B LRG, which has to cover debt
service from cash flow on an annual basis. Yerevan's 'bb-' SCP
reflects a 'Vulnerable' risk profile and debt-sustainability
metrics assessed at 'aaa' under Fitch's rating case. The 'bb-' SCP
also reflects peer comparison. The IDRs are not affected by any
asymmetric risk or extraordinary support from the central
government, but they are capped by Armenia's sovereign IDRs at
'B+'.

Short-Term Ratings

For Long-Term IDR of 'B+' the only possible option for the
Short-Term IDR is 'B'.

KEY ASSUMPTIONS

Qualitative Assumptions and Assessments:

Risk Profile: 'Vulnerable, Unchanged with Low weight'

Revenue Robustness: 'Weaker, Unchanged with Low weight'

Revenue Adjustability: 'Weaker, Unchanged with Low weight'

Expenditure Sustainability: 'Midrange, Unchanged with Low weight'

Expenditure Adjustability: 'Weaker, Unchanged with Low weight'

Liabilities and Liquidity Robustness: 'Weaker, Unchanged with Low
weight'

Liabilities and Liquidity Flexibility: 'Weaker, Unchanged with Low
weight'

Debt sustainability: 'aaa, Unchanged with Low weight'

Support (Budget Loans): 'N/A, Unchanged with Low weight'

Support (Ad Hoc): 'N/A, Unchanged with Low weight'

Asymmetric Risk: 'N/A, Unchanged with Low weight'

Sovereign Cap (LT IDR): 'B+, Unchanged with Low weight'

Sovereign Cap (LT LC IDR) 'B+'

Sovereign Floor: 'N/A, Unchanged with Low weight'

Quantitative assumptions - Issuer Specific

Fitch's rating case is a "through-the-cycle" scenario, which
incorporates a combination of revenue, cost and financial risk
stresses. It is based on 2017-2021 published figures and 2022-2026
projected ratios. The key assumptions for the scenario include:

- On average 9.2% yoy increase in operating revenue

- On average 9.8% yoy increase in operating spending

- Net capital balance on average at a negative AMD11.3 billion

Liquidity and Debt Structure

Yeveran at end-2020 started to draw down its EIB (AAA/Stable) EUR7
million loan. Its debt reached EUR2.35 million at end-2021, and a
further EUR1 million has been drawn during 2022. The loan, which is
being used to increase energy efficiency in the city's
kindergartens, was provided under favourable terms. Each tranche
has a tenor of 22 years, and its principal is paid in equal
instalments starting on its sixth year. Average interest rate
currently is around 1%.

Issuer Profile

Yerevan is a capital of Armenia and its largest economic and
metropolitan area. As of end-2021 close to 1.1 million of
population resided in the city. The economy is dominated by the
services sector while its wealth metrics are modest compared with
international peers'. The city's accounts are cash-based, while its
budget framework covers a single year.

RATING SENSITIVITIES

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

- Negative rating action on the sovereign ratings of Armenia would
lead to a corresponding action on Yerevan's ratings

- A downward revision of the SCP below 'b+', which could be driven
by material deterioration of the city's debt sustainability leading
to a payback ratio sustainably above 7x under Fitch's rating case

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

- Yerevan's IDRs are currently constrained by the sovereign
ratings. Therefore, positive rating action on the sovereign could
lead to a corresponding action on Yerevan's IDRs

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.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

Yerevan's IDRs are capped by Armenia's sovereign IDRs.

   Entity/Debt             Rating        Prior
   -----------             ------        -----
Yerevan City     LT IDR    B+  Affirmed     B+
                 ST IDR    B   Affirmed     B
                 LC LT IDR B+  Affirmed     B+



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B E L A R U S
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EUROTORG: S&P Withdraws 'SD/SD' Issuer Credit Ratings
-----------------------------------------------------
S&P Global Ratings withdrew its 'SD/SD' long- and short-term issuer
credit ratings on Belarussian retailer Eurotorg, and its 'D' issue
rating on the U.S. dollar-denominated eurobonds, at the company's
request.




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F I N L A N D
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MULTITUDE SE: Fitch Assigns 'B+' LongTerm Rating to Sr. Unsec Bond
------------------------------------------------------------------
Fitch Ratings has assigned Multitude SE's EUR50 million,
three-month Euribor plus 7.5% floating rate issuance of senior
unsecured bond (ISIN:NO0012702549) a final long-term rating of 'B+'
with a Recovery Rating of 'RR4'.

The final rating is in line with the expected rating Fitch assigned
to Multitude's senior unsecured bond on 17 November 2022 (see
"Fitch Rates Multitude's Senior Unsecured Bond 'B+(EXP)'').

KEY RATING DRIVERS

Multitude's senior unsecured bond is rated in line with its
Long-Term Issuer Default Rating (IDR). The rating alignment
reflects Fitch's expectation of average recovery prospects. The
bond constitutes a direct and unsecured senior obligation of
Multitude and ranks pari passu with all present and future senior
unsecured obligations of the company. The maturity of the bond is
three years. The issue amount can be increased up to EUR150 million
by subsequent bond issuances.

The bond proceeds will be used to repay EUR96.8 million of debt,
issued by Ferratum Capital Germany, in December 2022 ahead of its
maturity in April 2023. The remaining part of the existing bond
will be repaid by using the existing liquidity buffer.

Multitude is an online-focused consumer and SME finance company
operating predominantly in the high-cost credit sector with an
international footprint in 19 countries (mostly in Europe),
including a strong presence in its domestic market in Finland. The
company is listed on the prime standard segment of the Frankfurt
Stock Exchange and incorporates a Malta-domiciled bank (Multitude
Bank p.l.c.) under its wider franchise.

RATING SENSITIVITIES

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

Multitude's senior unsecured notes' rating could be downgraded if
its Long-Term IDR was downgraded.

Changes to Fitch's assessment of recovery prospects for senior
unsecured debt in default (eg the introduction of debt obligations
ranking ahead of the senior unsecured debt notes or a material
increase in the proportion of customer deposits leading to a
weakening of notes' recovery prospects) would result in the senior
unsecured notes' rating being notched below the IDR.

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

The senior unsecured notes' rating could be upgraded if the
Long-Term IDR was upgraded.

ESG CONSIDERATIONS

Multitude has an ESG Relevance Score of '4' for exposure to social
impacts as a result of its exposure to the high-cost consumer
lending sector. As the regulatory environment evolves (including a
tightening of rate caps), this has a moderately negative influence
on the credit profile via its assessment of Multitude's business
model and is relevant to the rating in conjunction with other
factors.

Multitude has an ESG Relevance Score of '4' for customer welfare,
in particular in the context of fair lending practices, pricing
transparency and the potential involvement of foreclosure
procedures, given its focus on the high-cost consumer credit
segment. This has a moderately negative influence on the credit
profile via its assessment of risk appetite and asset quality and
is relevant to the rating in conjunction with other factors.

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

   Entity/Debt        Rating         Recovery     Prior
   -----------        ------         --------     -----
Multitude SE

   senior
   unsecured       LT B+ New Rating     RR4      B+(EXP)



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F R A N C E
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GRANITE FRANCE: S&P Assigns 'B' Long-Term ICR, Outlook Stable
-------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit and
issue ratings to Granite France Bidco SAS (operating as Inetum) and
the EUR600 million term loan B (TLB).

The stable outlook reflects S&P's expectation that the company will
report 2%-3% revenue growth and improve profitability in the next
12 months, leading to adjusted debt to EBITDA of below 7.0x and
FOCF after leases of EUR20 million-EUR30 million.

S&P said, "The ratings on Inetum are in line with our preliminary
ratings, which we assigned in September 2022. There were no
material changes to our base case or the financial documentation
compared with our original review. For a more detailed rating
rationale, see "IT Services Company Granite France Bidco SAS
(Inetum) Assigned Preliminary 'B' Rating; Outlook Stable,"
published Sept. 16, 2022, on RatingsDirect.

"The main difference from the preliminary rating analysis is the
TLB amount, which was EUR600 million, against our initial
assumption of EUR300 million-400 million. The total amount of debt
raised is nonetheless unchanged.

"The stable outlook reflects our expectation that the company will
report 2%-3% revenue growth and improve profitability in the next
12 months, leading to adjusted debt to EBITDA of below 7.0x and
FOCF after leases of EUR20 million-EUR30 million.

"We could lower the ratings if Inetum's adjusted leverage increases
beyond 7.5x and FOCF after leases decreases to breakeven. In our
view, this could result from weaker-than-expected operating
performance, for example, due to material market share loss or
pricing pressure from larger competitors. It could also occur if
Inetum pursues sizable debt-financed acquisitions or dividend
recapitalizations.

"We could raise the ratings if Inetum outperforms our expectations,
leading leverage to reduce toward 5.0x and FOCF to debt to increase
above 10% on a sustainable basis. Additionally, an upgrade would
hinge on Inetum's adherence to a financial policy in line with
those metrics."




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G E O R G I A
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GEORGIAN RAILWAY: Fitch Affirms 'BB-' LongTerm IDRs, Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has affirmed Georgian Railway's (GR) Long-Term
Foreign- and Local-Currency Issuer Default Ratings (IDRs) at 'BB-'
with Stable Outlooks.

The affirmation reflects Fitch's unchanged assessment of GR's link
with the government. Its operating performance has improved in 2022
but remains commensurate with its Standalone Credit Profile (SCP)
of 'b+' according to the through-the-cycle rating case scenario.
This leads to a single-notch differential of GR's IDR with
Georgia's sovereign IDR (BB/Stable).

KEY RATING DRIVERS

Status, Ownership and Control: 'Strong'

GR is indirectly owned by the state via JSC Partnership Fund (PF),
a wholly state-owned investment fund, and the company's sole
shareholder. Fitch links GP directly to the Georgian sovereign as
it is a public-mission government-related entity (GRE) with a
strong policy role, although without an automatic liability
transfer, which justifies the 'Strong' assessment of the factor.

In Fitch's view, the state exercises adequate control and oversight
over GR's activities directly, including approval of the railway
company's budgets and investments as PF acts as an arm of the
state, by approving GR's major transactions (borrowings, investment
programme, etc.). GR's supervisory board is nominated and
controlled by the government, while goods and services are tendered
in accordance with public procurement law.

Support Track Record: 'Moderate'

Regulatory influence is moderately supportive of GR's financial
viability. The company receives irregular and mostly non-cash or
indirect state support, which leads to a 'Moderate' assessment.
Historically, support of GR's long-term development has been via
state policy incentives and asset allocations. In addition,
strategic infrastructure, such as railroads and transmission lines,
is exempt from property tax in Georgia.

Socio-Political Implications of Default: 'Moderate'

Fitch considers that a default of GR may lead to some service
disruptions, but not of an irreparable nature, and may not
necessarily lead to significant political and social repercussions
for Georgia's government. In this case, the company's hard assets
would likely remain operational with availability of alternative
modes of transportation. However, a default would hamper the
company's capital modernisation programme, which would negatively
influence Georgia's economic development in the longer term.

Financial Implications of Default: 'Strong'

Fitch considers a potential default of GR on external obligations
as potentially harmful to Georgia, as it could lead to reputational
risk for the state. Both GR and the state tap international capital
markets for debt funding, as well as loans and financial aid from
international financial institutions. This leads us to assume that
a default of GR could negatively influence the cost of external
funds for future debt financing of other GREs or the state itself.
It could also significantly impair the borrowing capacity of the
latter due to potential reputational damage and the small size of
the domestic economy.

Standalone Credit Profile

Based on Fitch's Public Sector, Revenue-Supported Entities Rating
Criteria, GR's SCP is 'b+', which reflects a 'Weaker' assessment
for revenue defensibility, 'Midrange' assessment for operating
risk, and leverage (Fitch net adjusted debt to EBITDA) averaging 4x
in its rating case scenario versus 6x projected previously. The SCP
positioning at the high end of the 'b' category reflects the
company's positioning versus peers, particularly its lower leverage
compared with peers. Leverage remaining below 4x on a sustained
basis over the Fitch rating case horizon could lead to an upward
reassessment of the SCP.

Revenue Defensibility 'Weaker'

The 'Weaker' revenue defensibility assessment reflects a 'Weaker'
assessment of demand characteristics and 'Midrange' assessment of
pricing. Despite a recent increase in demand for cargo transit via
Georgia, which led to material operating revenue growth (expected
25% for 2022) GR's revenue remains exposed to commodity market,
geopolitical and foreign-exchange risks, associated with the key
trading partners in macro-region (i.e. Azerbaijan, Russia,
Kazakhstan and Turkmenistan).

Occasional materialisation of these risks is affecting fluctuations
in freight operations, which is the prime revenue driver for GR.
GR's pricing model is supported by a favorable unregulated tariff
system, allowing tariff adjustments to market conditions.

Operating Risk 'Midrange'

This assessment reflects GR's fairly well-defined costs with
predictable expected changes. GR's cost structure is stable and
dominated by staff costs averaging at 57% of operating spending
(excluding non-cash items) in 2019-2021, followed by materials,
electricity and fuel (14%). Despite planned downsizing and
reduction of the headcount, staff costs will remain the major
spending item in future.

Most of GR's operating expenses are fixed. Variable expenses that
depend on the volume of transportation include: freight car rental,
most of the electricity, fuel expenses, some materials and expenses
for repairs and maintenance. More than 80% of expenses are
lari-denominated.

Financial Profile 'Weaker'

Fitch expects the company will demonstrate improvement in its
operating performance in 2022 as it will benefit from the
reorientation of Asia-Europe cargo flows to southern routes,
including Georgia, following the Russian-Ukrainian war and
respective restriction on the cargo transit via Russia. This will
lead to a material increase in operating revenue, which will
overtake the inflationary-driven increase in cost. Fitch expects
the primary metric of debt sustainability - net adjusted
debt/Fitch-calculated EBITDA - to improve to 3.7x in 2022 from an
historical average of 6.4x during the last five years. Its rating
case, stressed to test the resilience of debt sustainability,
envisages weaker net adjusted debt/EBITDA averaged to 4x in
2023-2026.

Derivation Summary

Fitch classifies GR as an entity ultimately linked to Georgia under
its GRE Rating Criteria and assesses the GRE support score at 22.5,
reflecting a combination of following assessment of Key Risk
Factors: a 'Strong' assessment for status, ownership and control
and financial implications of default, and a 'Moderate' assessment
for support track record and socio-political implications of
default.

Based on this assessment Fitch applies a top-down approach under
its GRE Criteria, which combined with GR's SCP of 'b+' assessed
under Fitch's Public Sector, Revenue-Supported Entities Rating
Criteria, results in a single-notch differential of GR's IDRs with
Georgia's sovereign IDR.

Short-Term Ratings

GR's Short-Term IDRs are equalised with the sovereign Short-Term
IDR.

Debt Ratings

All senior debt instrument ratings are aligned with GR's Long-Term
IDRs.

KEY ASSUMPTIONS

GR's financial profile remains exposed to commodity market and
foreign-exchange risks, along with the geopolitical risks
associated with the region. GR is moderately exposed to domestic
competition in passenger transportation, while its financial
profile is supported by sizeable operations in freight transit,
where it benefits from its monopolistic position.

Fitch's rating case is a "through-the-cycle" scenario, which
incorporates a combination of revenue, cost and financial risk
stresses. It is based on 2017-2021 figures and 2022-2026 projected
ratios. Its key assumptions for the ratings case are:

- Operating revenue growth on average 7.9% in 2022-2026;

- Operating expenditures growth on average 8.1% in 2022-2026;

- Net capital expenditures accounted on average GEL 274 million in
2022-2026;

- No equity injection;

- Debt structure with 100% of debt foreign-currency denominated;

- Apparent cost of debt 4.1% in 2022-2026.

Liquidity and Debt Structure

GR's debt stock is US dollar-denominated, which is mitigated by a
material part of its revenue also being US dollar-denominated (86%
of total revenue in 2021). Of its debt, 96% consists of USD500
million, 4% Eurobonds due in 2028, with the remainder a USD26
million secured loan that was obtained for the sole purpose of the
acquisition of passenger trains. The secured loan is collateralised
by the underlying passenger trains. This results in exposure to FX
risk, although GR's revenue stream being US dollar-denominated
partially offsets FX risk.

The company maintains an adequate liquidity buffer, with a cash
position of GEL252 million at 1H22 in line with historical level
(2021: GEL216 million). As of 30 June 2022, the company had unused
credit lines totalling GEL32 million, together with accumulated
cash equivalent to about USD107 million.

Issuer Profile

GR is Georgia's railway group, 100%-owned via national key assets
manger PR, with core business in freight transit operations.

RATING SENSITIVITIES

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

- A downgrade of Georgia's sovereign rating or dilution of linkage
with the sovereign, resulting in the ratings being further notched
down from the sovereign.

- Downward reassessment of the company's SCP, resulting from
deterioration of financial profile due to material increase in debt
or weakening of liquidity position.

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

- An upgrade of Georgia's sovereign rating, provided there is no
deterioration in GR's SCP and support score under its GRE
Criteria.

- Upward reassessment of the GRE support score, which may result
from stronger support from the government

- Improvement of the company's financial profile resulting in the
SCP being on par with or above the sovereign's, which could be
justified by strengthening the net adjusted debt/EBITDA toward 2x
on a sustained basis

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.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

GR's IDRs are directly linked to Georgia's IDRs.

   Entity/Debt              Rating          Prior
   -----------              ------          -----
Georgian Railway
JSC                LT IDR    BB- Affirmed     BB-
                   ST IDR    B   Affirmed     B
                   LC LT IDR BB- Affirmed     BB-
                   LC ST IDR B   Affirmed     B

   senior
   unsecured       LT        BB- Affirmed     BB-



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G E R M A N Y
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PCF GMBH: Fitch Corrects Dec. 15 Ratings Release
------------------------------------------------
Fitch Ratings issued a correction of a rating action commentary
published on 15 December 2022. It corrects the volume decline of
the panel segment to 7.2%.

Fitch Ratings has revised PCF GmbH's Outlook to Negative from
Stable, while affirming its Long-Term Issuer Default Rating (IDR)
of 'B+'. Its senior secured debt has been affirmed at 'BB-' with a
Recovery Rating of 'RR3'.

The Negative Outlook reflects the deteriorating outlook for the
building products sector, with risk of a prolonged downturn.
Protecting margins from continued high cost inflation may be more
difficult as demand for renovation activity weakens. While Fitch
expects a sharp erosion to EBITDA margins, free cash flow (FCF) is
likely to be mostly positive to end-2025, but all credit metrics
will be outside of their negative rating sensitivities in
end-2023.

The rating balances PCF's small scale and limited product and
geographic diversification with exposure to less-cyclical
renovation end-markets, a diversified customer base and long-term
relationships with most customers.

Following the refinancing in 2021 that included additional debt to
finance a larger dividend, PCF is highly leveraged. Fitch expects
that the group will prioritise de-leveraging and pay at most only
minor dividends over the rating horizon.

KEY RATING DRIVERS

Leverage Sensitivity Under Pressure: Weaker EBITDA will put
pressure on all credit metrics for 2023, with EBITDA gross leverage
above the negative rating sensitivity of 6.0x. Similarly, EBITDA
and FCF margins will also breach their negative sensitivities with
slightly negative FCF. However, Fitch expects better market
conditions in 2024 to enable deleveraging to under 6.0x. Fitch also
sees no risk to liquidity as the company has available cash on
balance and access to its largely undrawn revolving credit
facility.

Highly Leveraged Post Refinancing: Fitch expects leverage to rise
to 5.3x EBITDA at end-2022, as pressure on EBITDA mounts on the
back of lower volumes and continued high raw material costs. Last
year's refinancing with an additional EUR305 million to finance a
one-time dividend payment increased debt to 4.8x EBITDA in 2021
from 4.0x in 2020. However, this was lower than expected, as
stronger revenues both from increased volumes and pass-through of
cost inflation resulted in substantially higher EBITDA and FCF.

Difficult Market Ahead: Fitch expects a number of inputs, notably
of wood material, energy and other costs, to increase further in
2023 while households will be more hesitant to home renovations as
their disposable income tightens. Fitch forecasts lower revenues
driven by lower deliveries while cost inflation continues to
partially support prices but also to weigh on profits. Fitch
expects EBITDA margins to shrink to just above 11% in 2023 from
near 13% in 2022 and a high 17% in 2021. Fitch expects a resulting
EBITDA of around EUR130 million in 2023, down from EUR150 million
in 2022. However, Fitch expects higher sales and also a recovery of
margins in 2024.

Balanced End-Market Diversification: The limited geographical and
product diversification is mitigated by a business profile exposed
to the more stable renovation end-market versus the new-build
market. Demand from renovation activity contributes to around 75%
of engineered wood product revenue. End-markets are moderately
diversified across kitchen producers (about 30% of total revenue),
furniture makers (24%), non-residential construction market (20%)
and residential construction (14%). Such end-market diversification
has historically led to sustainable revenue generation and
competitive operating margins for PCF.

Resilient Performance: Despite a 7.2% panel volume decline in 9M22
Fitch believes that PCF will manage to maintain EBITDA at EUR150
million in 2022. PCF has been able to pass on most of its
incremental costs like wood, chemicals and paper to its
end-customers. While cost inflation has remained high, Fitch
believes PCF's high exposure to renovation and, in particular, to
high-end kitchen and furniture producers with long-term
relationships, will support EBITDA and cash flow. Further, a
flexible cost structure and ability to pass on costs has supported
its resilience.

High Raw-Material Prices Benefit: PCF's Silekol business has
benefitted from soaring resin prices (linked to natural gas prices)
and the group has in addition sold excess heat from its combined
bio-mass heat and power (CHP) plants. As such, EBITDA from the
Silekol business was close to doubling so far in 2022 and shielded
the engineered wood business from soaring resin prices. Prices have
since come down and Fitch expects Silekol's EBITDA contribution to
decrease from 2023.

Regulatory Risk: PCFs energy sales from its CHP plants will be
limited as the German parliament now plans to claim infra-marginal
gains when biomass generation producers gain excess profits from
high spot prices between December this year and 1H23. PCF is
better-protected from increases in gas prices than its peers as it
is largely self-sufficient in electricity and heat from its three
CHP plants that offer internal generation capacity.

Above-Average Recovery for Senior Secured: The senior secured debt
rating of 'BB-' is one notch higher than the IDR, reflecting
Fitch's expectation of above-average recoveries for PCF's notes in
a default.

DERIVATION SUMMARY

Fitch compares PCF (Pfleiderer) with Fitch-rated flooring companies
Hestiafloor 2 (Gerflor; B/ Stable), Tarkett Participation
(B+/Stable) and Victoria plc (BB-/Stable). With revenues just below
EUR1 billion, Pfleiderer is slightly smaller than Gerfloor and
Victoria with just above EUR1 billion and its high exposure to
Germany (around 50% of sales) means less of geographical
diversification.

Similar to Hestiafloor, PCF is primarily a B2B company but less
diversified across segments (kitchen manufacturers, furniture
makers and wholesale) versus contractors of residential, public,
social and commercial construction as well as transport and sports
facilities segments for Gerflor. As such, PCF's exposure is more
akin to that of bathroom manufacturer Ideal Standard International
(B-/Stable) and the two are fairly similar in size.

In line with these peers, PCF benefits from strong exposure to the
more stable renovation activities at near 70% including Silekol or
75% for the engineering wood products business. The Silekol
business has offered highly profitable diversification so far in
2022 when resin prices followed high specialty chemical-related raw
materials prices. It also shields the wood product business from
input materials volatility by covering a large part of its resins
needs.

PCF's EBITDA margins (averaged around 15%) is higher than most of
its peers' and partially supported by own bio-mass CHP plants that
cover virtually all of their energy needs. Also, its FCF margin at
3%-5% is higher than those of Victoria and Tarkett and broadly in
line with those of Gerflor. PCF's forecast debt /EBITDA at 5.3x in
FY22 is lower than Tarkett's and Gerflor's around 6x, similar to
that of Ideal Standard (4.5x-5x) but higher than Victoria's below
4x.

KEY ASSUMPTIONS

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

Revenue to grow 22% in 2022 driven by rapid price increases,
despite decline in volumes. Fitch expects a 3.5% decline in revenue
in 2023 due to a recessionary environment in DACH countries
followed by a recovery to 2022 level by 2025

EBITDA to decline to EUR150 million in 2022 due to inability to
pass on the inflationary costs from 4Q22 onwards. Fitch expects
this to continue for most of 2023 as well as resulting in lower
EBITDA margin of 11.2%. Fitch expects recovery in margins from 2024
onwards to 13-14%.

Capex at EUR55 million-EUR65 million for 2022-2025

No dividend for 2022, followed by dividend of EUR 10 million from
2023 onwards

Acquisition related activities of EUR20 million a year from 2024
onwards.

Recovery Assumptions

The recovery analysis assumes that PCF would be reorganized as a
going-concern (GC) in bankruptcy rather than liquidated.

Fitch has assumed a 10% administrative claim.

The GC EBITDA estimate of EUR115 million reflects Fitch's view of a
sustainable, post-reorganisation EBITDA level upon which Fitch
bases the enterprise valuation.

An enterprise value multiple of 5.5x is applied to the GC EBITDA to
calculate a post-reorganisation enterprise value. It reflects PCF's
strong market position in the DACH region with resilient earnings
due to high exposure to value-added products, usage of efficient
pass-through of rising raw material costs and fairly high barriers
to entry. The multiple also reflects the company's narrow scale,
concentrated geographical diversification and limited product
range.

The waterfall analysis output for the senior secured debt (EUR750
million senior secured notes) generated a ranked recovery in the
'RR3' band, indicating an instrument rating of 'BB-'. The waterfall
analysis output percentage was 63%.

RATING SENSITIVITIES

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

- Significant increase in scale and geographical diversification

- EBITDA margin above 16%

- Debt/EBITDA sustainably below 4.0x

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

- EBITDA margin below 11%

- FCF margin below 3%

- Debt/EBITDA sustainably above 6.0x

LIQUIDITY AND DEBT STRUCTURE

Healthy Liquidity: PCF had EUR102 million of Fitch-defined cash
(adjusted by EUR10 million for working- capital swings) at
end-2021. It also has a revolving credit facility of EUR65 million,
largely undrawn except for some EUR7.5 million of guarantees. Fitch
expects continued strong liquidity, supported by sustainably
positive FCF generation over the rating horizon.

Debt Structure: Long-term debt consist of EUR750 million
sustainability-linked notes split between EUR400 million 4.75%
fixed-rate notes and EUR350 million floating-rate notes with
maturity in May 2026.

Fitch-adjusted short-term debt includes drawn factoring facility of
EUR56 million (as at end-2021).

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     
   -----------             ------        --------   
PCF GmbH            LT IDR B+  Affirmed                

   senior secured   LT     BB- Affirmed     RR3      

TELE COLUMBUS: Moody's Affirms B3 CFR & Alters Outlook to Negative
------------------------------------------------------------------
Moody's Investors Service has changed the outlook to negative from
stable on the ratings of Tele Columbus AG, a German cable operator.
At the same time, Moody's has affirmed the company's B3 corporate
family rating, the B3-PD probability of default rating and the B3
senior secured debt ratings.
           
"The change in outlook to negative reflects Moody's expectation
that the upcoming refinancing of the debt will likely translate in
higher interest costs, leading to an even larger negative free cash
flow generation and therefore, an even higher reliance of Tele
Columbus on external funding from the shareholder," says Agustin
Alberti, a Moody's Vice President–Senior Analyst and lead analyst
for Tele Columbus.

"It further reflects the company's high leverage levels, with no
room for deviation from Moody's current expectations of revenue and
EBITDA growth from 2023," adds Mr. Alberti.

RATINGS RATIONALE

Moody's estimates that the company will report mid-single digit
rate revenue decline in 2022, mainly driven by the decline of cable
TV customers. The decline in revenues together with higher
marketing and IT related costs will drive a double digit reduction
in normalized EBITDA (excluding one-off costs) to around EUR200
million with margins expected to decline to around 45% from 50% a
year earlier.

The rating agency expects that the current investment plan will
start to bear fruits and the company will be able to grow revenues
and EBITDA in 2023 in the low single digit rate driven by the
acceleration of broadband customers net adds and B2B revenue
growth. At the time of Q3 2022 results, the company announced a new
wholesale agreement with 1&1, the fourth largest telecom operator
in Germany, that will be commercially effective from April 2023,
which will help to increase broadband penetration of Tele Columbus'
network, but will take some time to contribute meaningfully to
revenues and profitability.

However, Moody's acknowledges that current growth expectations are
subject to a degree of uncertainty given that in recent years the
growth of Internet&Telephony revenues has not been able to
compensate the decline in TV revenues, which might accelerate in
the coming quarters because of the transition from bulk to
individual contracts, which deadline has been set for July 2024 by
a telecoms law approved in May 2021 by the German government. As
per the new law, the current practice of including basic TV fees in
rental costs (around EUR8-EUR10 per month) has been discontinued
for all new housing association contracts and from July 2024 for
all existing contracts.

Since Moody's expects negative free cash flow (FCF) of around
EUR150 million in 2023 and 2024 driven by investments to support
the fibre roll-out strategy, the company will need to secure
additional funding to execute its investments plans. Negative FCF
will be driven by high capex investments of around EUR230 million
per year (including lease payments) and by likely higher interests
costs from the refinancing of the 2024 term loan and of the 2025
notes, which the rating agency assumes will take place by mid 2023,
well in advance of the maturity. Moody's acknowledges that the
company can take measures to reduce its funding needs such as
temporarily reducing its growth capex, or switching technology
upgrades to cheaper Docsis 3.1 instead of the more expensive FTTX
deployment.

The rating agency estimates that gross debt/ EBITDA (as adjusted by
Moody's) will increase to around 7.0x by year end 2022, compared to
6.0x in 2021, because of the EBITDA decline. Considering that part
of the funding needs will come through additional debt, Moody's
projects that in 2023 gross leverage level will be above 7.0x, the
threshold for downward pressure on the rating, but will come down
to levels commensurate with the B3 rating in 2024 supported by
EBITDA growth.

LIQUIDITY

Moody's considers that Tele Columbus has a weak liquidity position
as it will continue to rely on external funding, including large
equity injections to fund its capex program. The rating agency
expects cash balance to stay around EUR80 million by year end 2022
following the EUR75 million capital injection to be received in Q4
2022 by its shareholder Kublai GmbH ("Kublai"). However, given
funding needs under the current investment plan, the rating agency
considers that a significant higher equity contribution will be
required to ensure the sustainability of the current capital
structure.

STRUCTURAL CONSIDERATIONS

Tele Columbus' probability of default rating is B3-PD, in line with
the CFR. The company's capital structure comprises an outstanding
EUR462 million term loan (maturing in October 2024), and a EUR650
million senior secured bond (maturing in May 2025).

The B3-rated bond benefits from the same security and guarantee
structure as the B3-rated bank debt. All of Tele Columbus' debt is
secured against share pledges of key operating subsidiaries and
benefits from guarantees from operating entities accounting for 80%
of group EBITDA/90% of group assets.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook reflects Moody's expectation that liquidity
will be very weak over the next 12-24 months as a result of the
significant cash shortfall under current investment plan, together
with refinancing needs ahead of the 2024 maturity wall.

The outlook on the rating could be stabilized if the company raises
sufficient liquidity sources with a mix of debt and equity
contributions to alleviate liquidity pressures, is able to
successfully refinance its debt, and improves its operating
performance.

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

Downward pressure could result from (1) a failure to raise
additional liquidity sources over the coming months, which will
help to fund its investment plan; (2) a deterioration in operating
performance in 2023; (3) Moody's-adjusted debt/EBITDA above 7.0x on
a sustained basis such that the current capital structure of the
company becomes increasingly unsustainable.

Upward pressure on the rating may arise over the medium term if (1)
Tele Columbus delivers on its business plan, showing revenue,
EBITDA growth and positive free cash flow on a consistent basis;
with (2) Moody's-adjusted gross debt/EBITDA remaining below 6.0x on
a sustained basis; and (3) the company benefits from an adequate
liquidity position covering its investment needs.

LIST OF AFFECTED RATINGS

Affirmations:

Issuer: Tele Columbus AG

Probability of Default Rating, Affirmed B3-PD

LT Corporate Family Rating, Affirmed B3

Senior Secured Bank Credit Facility, Affirmed B3

Senior Secured Regular Bond/Debenture, Affirmed B3

Outlook Action:

Issuer: Tele Columbus AG

Outlook, Changed To Negative From Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Pay TV
published in October 2021.

COMPANY PROFILE

Tele Columbus AG (Tele Columbus), based in Berlin, is the
second-largest German cable operator (by the number of homes
connected), with strong regional positions in eastern Germany and
active operations nationwide. In 2021, Tele Columbus reported
EUR462 million in revenue and EUR202 million in EBITDA (including
IFRS16).

THYSSENKRUPP: S&P Ups LT Rating to 'BB' on Transformation Progress
------------------------------------------------------------------
S&P Global Ratings raised its long-term rating on Thyssenkrupp to
'BB' from 'BB-' and affirmed its 'B' short-term rating.

The stable outlook reflects S&P's view that the company's improved
cost structure will lead to solid operating performance over the
next 12-18 months, including positive FOCF despite its heavy
investment program.

Thyssenkrupp reported strong operating performance in fiscal 2022,
thanks to cyclical recovery in its steel and materials business,
resulting in FFO to debt of more than 100% and debt to EBITDA of
less than 1x. The company's revenue increased 21% year on year to
EUR41 billion, primarily due to rising steel prices boosting the
operating performance in its Steel Europe and Material Services
segment. The company's S&P Global Ratings' adjusted EBITDA margin
improved to 7.2% from 4.4% in fiscal 2021, with adjusted EBITDA
reaching almost EUR3.0 billion--the best result in more than a
decade. Besides the favorable pricing environment for steel,
progress on its restructuring program also strengthened
profitability. This helped more than offset the increasing cost of
raw materials, logistics, and energy, and challenging supply-chain
conditions, which mainly affected the company's automotive and
components-related businesses.

S&P said, "With macroeconomic headwinds and the normalizing steel
cycle, we estimate revenue will decline 10%-15% and the EBITDA
margin will moderate in fiscal 2023. With the normalization of the
steel environment and material prices following the peaks in 2022,
we expect revenue to decline 10%-15% to about EUR36 billion in
fiscal 2023. For its non-steel operations, we estimate revenue
growth of about 6%-8% backed by decent order intake. While we
expect more benefits of the restructuring program to materialize
and improving operating performance in its Automotive Technology
segment, thanks to higher demand from original equipment
manufacturers and fewer supply chain constrains, profitability will
be overshadowed by a cool down of its materials business, which
reported record profits in fiscal 2022. All in all, we expect
Thyssenkrupp's EBITDA margin will drop to 5.0%-6.0% (from 7.2% in
fiscal 2022). Excluding the impact of its volatile and low-margin
Material Services business, we estimate the group's EBITDA margin
at 7.0%-8.0% for fiscal 2023, a slight decline from 8.3% in fiscal
2022. We expect credit metrics to remain strong, despite the
contracting operating performance, with FFO to debt of more than
80% in fiscal 2023."

Thyssenkrupp's ability to generate FOCF has notably improved, and
S&P expects it to turn positive from fiscal 2023. The company's
FOCF generation is highly dependent on three factors:

-- First, its operations have high working capital requirements,
which leads to high working capital cash outflows when steel prices
are increasing and inflows when prices moderate. In fiscal 2022,
S&P saw a working capital absorption of EUR1.1 billion and for
fiscal 2023 it expects a release of more than EUR500 million.

-- Second, the company's investment program remains heavy. S&P
said, "We expect capital expenditure (capex) will exceed EUR1.7
billion in fiscal 2023 (EUR1.3 billion in fiscal 2022) and likely
remain high. Reflecting depreciation of about EUR1.0 billion, we
believe a notable share of capex is made up of discretionary
expansion investments, which should benefit operating performance
over the medium term." Most capex goes toward its steel operations
and includes increasing investments into its Steel Strategy 20-30
and the green steel transformation.

-- S&P said, "Third, with progress on its restructuring program,
we estimate cost benefits of about EUR600 million-EUR700 million in
fiscal 2023 and believe that the company's cost structure has
improved and become more flexible. In addition, decreasing
provision payouts relating to the restructuring will further
support free cash flow generation. We believe Thyssenkrupp should
be able to report positive FOCF, if the company is able to achieve
an EBITDA margin of more than 8%, excluding Material Services."

Thyssenkrupp has built some headroom in case of harsher economic
conditions. S&P said, "We expect FFO to debt of more than 80% in
fiscal 2023, which provides the company with some headroom in case
of a gloomier economic scenario than what we currently assume in
our base case. Even if Thyssenkrupp's EBITDA margin would fall to
4%, FFO to debt should still reach more than 50%, which is
comfortably above our threshold of 30% for the current rating
level. Given its high working capital requirements, a decline in
revenues due to declining steel prices would likely have only a
limited impact on credit metrics, assuming working capital is
released. However, in such a scenario, released capital would be
absorbed again in the following recovery, weighing on credit
metrics. We also positively note that Thyssenkrupp possesses some
attractive financial assets, which it could monetize over time,
namely its hydrogen business and the minority stake in TK Elevator,
which are not factored in our ratio calculation and add to its
financial flexibility."

S&P said, "Pension obligations remain the dominant part of our
adjusted debt calculation. Net financial debt remained negative in
fiscal 2022, with cash of EUR7.6 billion on balance sheet remaining
higher than its outstanding financial debt (before leases) of
EUR3.4 billion. Besides leases (EUR630 million), trade receivables
sold (EUR500 million), and asset retirement obligations (EUR208
million), pension obligations of EUR5.0 billion remain the main
part of our adjusted debt calculation. Its pension obligations have
a long duration profile, making the obligation very sensitive to
any movement in discount rates." In fiscal 2022, discount rates
improving by almost 300 basis points was the main factor for the
decline in obligations by about EUR1.5 billion. Annual cash
outflows relating to pensions amount to about EUR400 million per
year and are likely to increase to some extent, given the company's
obligation to compensate some of its pensioners for inflation.
However, the company's cash outflow relating to pensions typically
exceeds its pension costs by EUR100 million-EUR200 million per
year, which leads to a reduction in pension deficits year over
year, all else being equal.

Management remains committed to maintaining a strong balance sheet,
concluding the restructuring of the business, and improving the
credit rating. S&P believes the company will continue to use its
cash on the balance sheet to repay its financial debt at maturity
and to keep a strong balance sheet to maintain a high degree of
financial flexibility. This will leave open a wide range of
strategic options for the company's future shape. Management
announced that it will pay a regular dividend for fiscal 2022 at a
moderate level of less than EUR100 million, which S&P views as a
sign of confidence that the restructuring has led to structurally
positive FOCF generation capacity.

S&P said, "The stable outlook reflects our expectation that the
company will be able to post solid operating results over the next
12-18 months, despite the expected challenging economic environment
thanks to a more resilient cost structure. We estimate the group
will post EBITDA margins (excluding the Material Services division)
of about 8% over the next 12-18 months, and that FFO to debt will
stay comfortably above 60% over the next 24 months. We also expect
FOCF will turn positive, despite its heavy investment program from
fiscal 2023, thanks to cash inflows from working capital but also
due to improved profitability and lower restructuring provision
payouts."

S&P could lower the ratings if the group:

-- Fails to post at least break-even FOCF over the next 12-18
months, for example due to weak working capital management, a
prolonged economic downturn, operating missteps, or a weaker
ability to generate positive FOCF;

-- Is not able to further improve its cost structure and fails to
maintain an EBITDA margin (excluding Material Services) of more
than 8%;

-- Is not able to maintain an FFO to debt of more than 30% during
a cyclical downturn; or

-- Loses competitiveness in its steel operations, for example
against its non-European peers due to prolonged higher energy
costs.

S&P could raise its ratings if the group:

-- Further strengthened its profitability with continuously
improving EBITDA margins (excluding Material Services) approaching
10% through the cycle;

-- Posts FFO to debt of more than 45% during a cyclical downturn;
and

-- Demonstrates reduced cash flows volatility and a track record
of positive cumulative FOCF generation over the cycle.

Such a development could occur if the group successfully manages
the transition of its steel division toward green steel and
completes its restructuring program, including the sale or closure
of all loss-making non-core activities.

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

S&P said, "Environmental factors are now a moderately negative
consideration in our credit rating analysis of Thyssenkrupp,
compared with negative previously. This reflects a better alignment
with its European steel peers, but also recognizes the company's
investments and transition plan toward green steel production. As a
steel producer (more than 30% of group revenue in fiscal 2022),
Thyssenkrupp is exposed to a high risk of changing environmental
regulation and more stringent requirements for carbon dioxide
emissions, which could force the group to accelerate its transition
toward green steel production, which requires high investments and
could potentially erode its cost position compared with less
regulated producers. Despite ongoing measures to improve its energy
efficiency gains (255 gigawatt hours in fiscal 2022), the group
still consumed about 66 terawatt-hours of energy. We recognize
Thyssenkrupp's strong technological capabilities in providing
hydrogen technologies. A potential partial sale via an IPO would
support the balance sheet further.

"Governance factors are a moderately negative consideration. The
company adheres to high standards of disclosure, in line with
international publicly listed groups. However, we view as negative
the group's lengthy and significant restructuring to restore its
profitability, which is progressing but has been pending for
multiple years, as well as multiple unexpected changes in senior
management."


TK ELEVATOR: Moody's Affirms B2 CFR & Alters Outlook to Negative
----------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
and B2-PD probability of default rating of German elevator and
escalator company TK Elevator Holdco GmbH (TKE or the group).
Moody's also affirmed the B1 senior secured instrument ratings of
TK Elevator Midco GmbH and TK Elevator U.S. Newco, Inc. and the
Caa1 ratings on the senior unsecured notes due 2028 issued by TKE.
The outlook on all ratings has been changed to negative from
stable.

"Moody's change in the outlook to negative from stable was prompted
by TKE's persistent weak credit metrics since Moody's assigned
Moody's ratings in 2020, in particular concerning its high
leverage, which the group could not reduce as expected in a
challenging market environment during fiscal year ended September
2022 (fiscal 2022)", says Goetz Grossmann, a Moody's Vice President
and lead analyst for TKE. "Moody's also believe that TKE's
profitability will only slightly recover in fiscal 2023, when cost
inflation will likely persist, while upscaled restructuring and
rising interest costs will weigh on its cash flow generation next
year", adds Mr. Grossmann. "The rating still positively reflects a
strong order book and the recurring nature of a significant
proportion of the elevator services business", Mr. Grossmann
continues.

RATINGS RATIONALE

The outlook change to negative follows TKE's publication of its
preliminary fiscal 2022 results earlier this month, which showed
more sluggish than expected earnings growth and a year-over-year
(yoy) increase in its leverage. In particular, the group's
Moody's-adjusted leverage increased to over 10x debt/EBITDA for the
last 12 months (LTM) ended September 2022, from 9.5x a year
earlier, whereas Moody's had expected the ratio to decrease by at
least 0.5x. While the increase was largely due to currency
translation effects on TKE's USD denominated debt, which rose by
around EUR750 million yoy, its company-adjusted EBITDA grew by just
1% to EUR1,145 million. Considering an expected slowdown in
economic growth in 2023, ongoing supply challenges and likely
stubborn cost inflation, the rating agency believes that it will be
challenging for TKE to reduce its leverage towards the required
7.5x level for its B2 CFR over the next 12-18 months.

The rating action further mirrors Moody's forecast of TKE's free
cash flow (FCF) to weaken and likely turn negative in fiscal 2023,
given expected higher working capital needs (following an around
EUR80 million reduction supporting positive FCF in fiscal 2022),
over EUR100 million higher interest costs for its variable
interest-bearing debt instruments, and around EUR150 million cash
needs (EUR115 million in fiscal 2022) for its just enlarged
structural and efficiency improvement measures.

More positively, however, the rating affirmation takes into account
TKE's ability to maintain a relatively robust profitability in a
challenging market environment in fiscal 2022. Despite surging
material and logistics costs and supply disruptions (especially for
semi-conductors), the group managed to limit the negative margin
impact thanks to a higher contribution of its more profitable
services business, disciplined pricing actions and cost savings
from its value creation measures. Moody's also positively notes the
group's record-high new installation and modernization order
backlog of EUR6.6 billion at the end of fiscal 2022, which implies
mid to high-single-digit topline growth potential in fiscal 2023,
while profits will likely expand more gradually due to still-high
inflation and TKE's recently upscaled and costly restructuring
efforts. As a result, Moody's forecasts TKE's Moody's-adjusted
EBITA margin to approach the over 11% margin guidance for a B2
rating not before fiscal 2024. The margin recovery could be faster,
however, should the group be able to implement additional price
increases, including in the most competitive Chinese market,
accelerate the implementation of efficiency measures to achieve the
targeted cost savings, or if inflationary pressures noticeably
eased during 2023.

LIQUIDITY

TKE's liquidity remains solid and supports the affirmed ratings. As
of September 30, 2022, the group had EUR436 million of cash on the
balance sheet and EUR839 million available under its committed
EUR992 million senior secured revolving credit facility (RCF,
maturing 2027). These sources together with Moody's forecast of
around EUR300 million funds from operations over the next 12 months
provide TKE more than sufficient liquidity to cover its basic short
term cash needs, comprising capital spending of around EUR280
million (including lease payments), mid double digit million
working capital spending and minor short-term debt maturities,
while Moody's does not expect TKE to pay any dividends.

The RCF is subject to one springing covenant (senior secured net
leverage ratio), which basically needs to be tested when the
aggregate amounts outstanding under the facility exceed around 40%
of the total commitments. The covenant is set with significant
capacity, and Moody's expect TKE to ensure consistent adequate
capacity under it.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook reflects TKE's inability to improve its credit
metrics to levels in line with Moody's guidance for a B2 rating
since the assignment in 2020 and the rating agency's expectation
that its leverage will likely continue to exceed the defined 7.5x
(Moody's-adjusted debt/EBITDA) threshold for a B2 rating over the
next 12-18 months. The outlook also indicates a possible downgrade
during this period, if TKE failed to execute its efficiency
measures and thereby realize the targeted cost benefits in a timely
manner, as planned by management, sustain positive FCF and an
adequate liquidity profile.

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

Moody's could downgrade TKE's ratings, if (1) the group failed to
steadily reduce leverage towards 7.5x Moody's-adjusted debt/EBITDA,
(2) Moody's-adjusted free cash flow turned materially negative, (3)
interest coverage remained below 1.5x EBITA/interest expense, (4)
liquidity started to deteriorate.

Upward pressure on the ratings appears currently unlikely,
considering TKE's very high leverage and the existence of a
substantial amount of PIK notes above the restricted financing
group, reflecting some risk of associated cash leakage over time.
However, TKE's ratings could be upgraded, if (1) the group's
targeted profitability improvements supported de-leveraging to
sustainably below 6.5x Moody's-adjusted debt/EBITDA, (2)
Moody's-adjusted FCF/debt improved to at least 5%, (3) interest
coverage sustainably exceeds 2.0x EBITA/interest expense, (4) a
prudent financial policy was established, as shown by excess cash
flow being applied to debt reduction and no material shareholder
distributions.

LIST OF AFFECTED RATINGS

Affirmations:

Issuer: TK Elevator Holdco GmbH

Probability of Default Rating, Affirmed B2-PD

LT Corporate Family Rating, Affirmed B2

Senior Unsecured Regular Bond/Debenture, Affirmed Caa1

Issuer: TK Elevator Midco GmbH

Senior Secured Bank Credit Facility, Affirmed B1

Senior Secured Regular Bond/Debenture, Affirmed B1

Issuer: TK Elevator U.S. Newco, Inc.

Senior Secured Bank Credit Facility, Affirmed B1

Senior Secured Regular Bond/Debenture, Affirmed B1

Outlook Actions:

Issuer: TK Elevator Holdco GmbH

Outlook, Changed To Negative From Stable

Issuer: TK Elevator Midco GmbH

Outlook, Changed To Negative From Stable

Issuer: TK Elevator U.S. Newco, Inc.

Outlook, Changed To Negative From Stable

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in Düsseldorf, Germany, TK Elevator Holdco GmbH is
an intermediate holding company of the group, a leading
manufacturer of elevators and escalators, with a global presence in
more than 60 countries; 16 manufacturing facilities in Europe, the
Americas and Asia-Pacific; 16 R&D centers; and more than 50,000
employees.

In fiscal 2022, the group generated 41% of total revenue in the
Americas, followed by the Asia-Pacific (29%) and Europe-Africa
(25%) business units. TKE also offers access solutions (5% of
fiscal 2022 revenue), such as home chairlifts and boarding bridges.
The group derived 43% of its fiscal 2022 revenue from new
installations, while its services and modernisation segments
accounted for 44% and 13% of revenue, respectively.

In fiscal 2022, TKE generated EUR8.5 billion in revenue (+7% yoy,
or +1% adjusted for foreign currency effects) and company-adjusted
EBITDA of EUR1.1 million (13.4% margin; -0.9%-points yoy).

In July 2020, a consortium of private equity firms led by Advent
International and Cinven acquired TKE from thyssenkrupp AG (tkAG,
Ba3 stable) for a purchase price of around EUR17 billion. tkAG,
through a EUR1.25 billion reinvestment, retained an around 19%
stake in the group.

TUI AG: Moody's Affirms 'B3' CFR & Alters Outlook to Positive
-------------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating and the B3-PD probability of default rating of the German
tourism company TUI AG. The outlook has been changed to positive
from stable.

The rating action follows the announcement made by TUI on December
13, 2022 of its agreement with the German Economic Stabilization
Fund (WSF) to fully repay the stabilization measures granted by WSF
through a capital increase. The closing of the repayment agreement
is still subject to confirmation by the European Commission that it
does not raise any objections under state aid law.

RATINGS RATIONALE

The intended capital increase, if successful, will improve TUI's
credit metrics, strengthen its balance sheet and reduce its
reliance on the support measures provided by the German state
during the coronavirus pandemic. The proposed repayment agreement
also demonstrates the company's continued commitment to return to
its historical financial metrics with a gross leverage target of
less than 3.0x.

The stabilization measures include the EUR420 million Silent
Participation I (SPI) and the EUR59 million outstanding
warrant-linked bond granted by WSF in January 2021. The repayment
of these measures with new equity will reduce (pro-forma) Moody's
adjusted leverage to around 5.6x from 6.1x at fiscal year ending
September 30, 2022 (fiscal 2022). Depending on the size of the
equity raise and the repayment price of the stabilization measures,
which is subject to the share price development, the additional
proceeds will be used to further strengthen the company's balance
sheet and reduce the KfW credit lines. The company stated that the
capital raise is expected to be underwritten.

The repayment agreement with WSF will provide the company the right
to repay the stabilization measures until December 31, 2023. WSF
will not exercise its conversion and option rights under the SPI
and the warrant linked bond until December 31, 2023. As per the
signed agreement, the repayment price of the stabilization measures
is EUR730 million based on a share price of around EUR1.68 less a
discount of 9.3% immediately prior to the announcement of the
capital increase and capped at EUR2, equivalent to EUR957 million.

The timeline of the rights issue and the repayment of the
stabilization measures remain uncertain at this stage as it is
subject to shareholders approval to consolidate its shares at a
ratio of ten to one in order to improve its access to capital
markets. The equity raise will also depend on the overall market
conditions while the repayment agreement is still subject to
confirmation by the European Commission. The AGM meeting is to be
held on February 14, 2023.

TUI also announced on 14 December its full year trading
performance, which was broadly in line with Moody's expectations.
In fiscal 2022, TUI's revenue reached close to 90% of fiscal 2019.
The recovery was supported by strong pent-up demand, reduced
barriers to travel and consumer willingness to pay for these
experiences despite the rising cost of living. However, flight
disruptions and cost inflation impacted the company's margins with
a underlying EBIT margin of 2.5% compared to 4.7% in fiscal 2019.
The higher operating costs will continue to weigh on margins, while
the company's ability to maintain its strong pricing next summer
will be challenged by the deteriorating macroeconomic conditions.
At the same time, Moody's expects the company to continue to gain
from the pandemic recovery in fiscal 2023 given the
still-significant disruptions faced during H1 of fiscal 2022
because of the Omicron variant and during H2 because of the flight
disruptions. As a result, Moody's expects year on year earnings
growth in fiscal 2023. Combined with the expected repayment of the
stabilization measures Moody's forecasts Moody's adjusted leverage
to decline to below 5.0x over the next 12-18 months.

However, there remain considerable uncertainties over the pace of
deleveraging given the current macroeconomic environment including
the successful execution of the rights issue. The company will also
have to address the maturities of its revolving credit facilities
(RCFs), which are due in July 2024.

TUI's rating continues to reflect leading market position as the
largest integrated tourism company in the world with a diversified
business profile in terms of source markets, travel destinations
and product offerings. At the same time the rating is constrained
by the low profitability of its tour operator segment, which is
structurally challenged by pure online competitors and the inherent
execution risks from the shift to a more asset-light and
digitalised business model.

ESG CONSIDERATIONS

Moody's views positively TUI's continued strong ambition to return
to its historical financial metrics with a gross leverage target of
less than 3.0x, as demonstrated by the proposed repayment agreement
with WSF.

OUTLOOK

The positive outlook reflects Moody's expectation that the intended
rights issue, if successful, will improve TUI's credit metrics,
strengthen its balance sheet and reduce its reliance on the support
measures provided by the German state. The outlook also reflects
Moody's expectation that TUI will continue to grow its earnings
over the next 12-18 months, maintain a solid liquidity and address
the maturities of its revolving credit facilities due in July
2024.

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

Positive rating pressure could arise if Moody's adjusted gross
debt/ EBITDA declines sustainably below 5x; Moody's adjusted EBITA/
Interest improves towards 2x; and a sustainably positive free cash
flow generation.

Negative rating pressure could arise if Moody's adjusted gross
debt/ EBITDA remains sustainably above 6x; Moody's adjusted EBITA/
Interest remains sustainably below 1x; or negative free cash flow
leading to a deterioration in liquidity profile.

LIQUIDITY

Moody's views TUI's liquidity as adequate. As of September 30,
2022, TUI had a total liquidity of around EUR3.7 billion,
comprising around EUR0.7 billion of same-day available cash at the
HoldCo level, complemented by around EUR3.0 billion of undrawn RCFs
out of EUR3.6 billion in total commitments. As part of the usual
seasonality of the business with large working capital swings,
Moody's expects a large cash outflow in Q1 of fiscal 2023 which
ranged between EUR1.5 billion and EUR2 billion historically. The
current liquidity is sufficient to cover the company's cash needs,
however Moody's adjusted FCF will likely remain limited over the
next 12-18 months.

The company's financial covenants have been waived since the
pandemic but started to be tested from the end of September 2022.
Between September 2022 and March 2023, the covenant tests have been
adjusted with looser triggers — net leverage 2.25x — before
reverting to pre-pandemic levels — net leverage 2.5x. The company
will likely remain compliant with its covenants but the headroom
will be relatively tight.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

TUI AG, headquartered in Hannover, Germany, is the world's largest
integrated tourism group. Before the pandemic, the company serviced
21 million customers across 180 regions under its Markets &
Airlines segment. In fiscal 2022, the company generated revenue of
EUR16.5 billion and underlying EBIT of EUR409 million. TUI is
listed on the Frankfurt, Hannover and London stock exchanges.

WITTUR INTERNATIONAL: S&P Downgrades ICR to 'CCC+', Outlook Neg.
----------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Wittur International to 'CCC+' from 'B-'. S&P also lowered its
issue rating on its EUR90 million revolving credit facility (RCF),
and EUR565 million term loan B (TLB) to 'CCC+' from 'B-'. The '3'
recovery rating is unchanged.

The negative outlook reflects that S&P could lower the rating if
Wittur's cash flow position deteriorates to the extent that
liquidity becomes more constrained than it anticipates.

S&P said, "The downgrade reflects our opinion that Wittur's credit
metrics will remain weak in 2023 due to lower profitability and the
challenging macro conditions. We anticipate that Wittur's
profitability may remain lower than we previously anticipated in
2022 and further so in 2023. We now forecast its S&P Global
Ratings-adjusted EBITDA margin will reach about 8% in 2022 and
2023, compared with our previous expectation of 8.5%-9.5% in 2022
and 9.5%-10.5% in 2023. We anticipate revenue growth of about
13%-14% in 2022, with one half stemming from price increases. While
volume growth was recorded in almost all regions where Wittur
operates, China has, overall, been showing a significant weakness
on the back of ongoing pandemic-related restrictions. This trend is
mainly related to new construction activities, which we expect will
slow further in 2023. Wittur's operations in China are mainly
driven by new installations, and it has already recorded a slowdown
in orders. Despite this, we expect levels of maintenance and
modernization to remain relatively stable, both in Europe and Asia.
Nevertheless, we expect sales to remain subdued at negative 2%-0%
in 2023.

"Under our new base case for 2023, the company's adjusted debt to
EBITDA will likely stay very elevated at 12.0x-13.0x. FFO cash
interest will also likely remain weak at 1.1x-1.2x because of
higher interest costs on the TLB, which are not fully hedged.

"We expect cash flow generation to remain constrained in 2022 and
2023 combining lower margins, working capital, and high interest on
second-lien instrument. In contrast to our previous forecast, we
now expect FOCF to be negative in 2022 at -EUR20 million to -EUR25
million. This is driven by the assumption of higher-than-expected
working capital outflows in 2022 of about EUR15 million (compared
with EUR5 million-EUR10 million previously). Wittur recorded
roughly EUR27 million of working capital outflows over the first
nine months of 2022, driven by higher inventory to ensure stock
security. We expect the company will reduce inventory by about EUR8
million-EUR10 million by year end, and further to about EUR5
million in 2023. Working capital will be complemented by capital
expenditure (capex) of approximately EUR25 million in 2022-2023,
for research and development (R&D), modernization, and continued
investment in its global enterprise resource planning (ERP)
project. The group's high annual interest expense of more than
EUR60 million also weighs on cash flow. Based on the company's flat
profitability, and a more challenging business environment, we
expect FOCF to remain negative at about minus EUR20 million-minus
EUR23 million in 2023.

"Liquidity remains adequate, benefiting from a long-dated debt
maturity profile. The rating is supported by Wittur's sufficient
liquidity position. As of Sept. 30, 2022, the group's liquidity
sources more than covered its cash outlays for the following 12
months. Wittur's liquidity is underpinned by its accessible cash
balance of about EUR57 million and about EUR19.2 million available
on its RCF. In addition, the group has a long-dated debt maturity
profile, with no material maturities until 2026. We note, however,
that Wittur had drawn EUR70.8 million of its EUR90 million RCF by
the end of September 2022. That said, any worse than anticipated
operating conditions, resulting in weaker than expected cash flows,
could pressure liquidity and lead to an unsustainable capital
structure. The leverage covenant is tested only if the RCF is drawn
net of cash by more than 40%, which we do not expect under our base
case.

"The negative outlook reflects that we could lower the rating if
Wittur's cash flow position deteriorates to the extent that
liquidity becomes more constrained than we anticipate. This
scenario could materialize if the company's operating performance
contracts more than our expectations on the back of an uncertain
economic outlook, contraction of new installations in China, and
the recessionary environment in Europe.

"We could lower the rating if we envisioned a specific default
scenario over the next 12 months, including the possibility of a
near-term liquidity shortfall, a violation of Wittur's springing
leverage covenant, or if the company engaged in a distressed
exchange.

"We could revise the outlook to stable or raise our rating on
Wittur if the company can generate sustainable positive FOCF,
translating into meaningful deleveraging and FFO cash interest of
about 1.5x."

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




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

BRIDGEPOINT CLO IV: S&P Puts Prelim. B-(sf) Rating to Class F Notes
-------------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to
Bridgepoint CLO IV DAC's class A to F European cash flow CLO notes.
At closing, the issuer will issue unrated subordinated notes.

Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payments. The portfolio's
reinvestment period will end approximately four years after
closing.

The preliminary ratings reflect S&P's assessment of:

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

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

-- The transaction's legal structure, which S&P expects to be
bankruptcy remote.

-- The transaction's counterparty risks, which S&P expects to be
in line with our counterparty rating framework.

  Portfolio Benchmarks
                                                          CURRENT

  S&P weighted-average rating factor                     2,870.70

  Default rate dispersion                                  395.27

  Weighted-average life (years)                              4.94

  Obligor diversity measure                                114.44

  Industry diversity measure                                18.88

  Regional diversity measure                                 1.14


  Transaction Key Metrics
                                                          CURRENT

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

  'CCC' category rated assets (%)                            2.56

  Covenanted 'AAA' weighted-average recovery (%)            34.30

  Covenanted weighted-average spread (%)                     4.10

  Reference weighted-average coupon (%)                      5.00


Unique Features

Delayed draw tranche

The class F notes is a delayed draw tranche. It is unfunded at
closing and has a maximum notional amount of EUR13.6 million and a
spread of three/six-month Euro Interbank Offered Rate (EURIBOR)
plus 8.75%. The class F notes can only be issued once and only
during the reinvestment period. The issuer will use the proceeds
received from the issuance of the class F notes to redeem the
subordinated notes. Upon issuance, the class F notes' spread could
be higher (in comparison with the issue date) subject to rating
agency confirmation. For the purposes of our analysis, we assumed
the class F notes to be outstanding at closing.

Asset priming obligations and uptier priming debt

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

Rating rationale

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

"In our cash flow analysis, we used the EUR319 million target par
amount, the covenanted weighted-average spread (4.10%), the
covenanted weighted-average coupon (5.00%), and the covenanted
weighted-average recovery rates for the 'AAA' rating level. We
applied various cash flow stress scenarios, using four different
default patterns, in conjunction with different interest rate
stress scenarios for each liability rating category.

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

"At closing, we expect that the transaction's documented
counterparty replacement and remedy mechanisms will adequately
mitigate its exposure to counterparty risk under our current
counterparty criteria.

"We expect the transaction's legal structure and framework to be
bankruptcy remote, in line with our legal criteria.

"Until the end of the reinvestment period on Jan. 20, 2027, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and it compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.

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

"The class F notes' current break-even default rate (BDR) cushion
is a negative cushion at the current rating level. Nevertheless,
based on the portfolio's actual characteristics and additional
overlaying factors, including our long-term corporate default rates
and recent economic outlook, we believe this class is able to
sustain a steady-state scenario, in accordance with our criteria."
S&P's analysis further reflects several factors, including:

-- The class F notes' available credit enhancement, which is in
the same range as that of other CLOs S&P has rated and that has
recently been issued in Europe.

-- S&P's model-generated portfolio default risk, which is at the
'B-' rating level at 23.39% (for a portfolio with a
weighted-average life of 4.94 years) versus 15.31% if we were to
consider a long-term sustainable default rate of 3.1% for 4.94
years.

-- Whether the tranche is vulnerable to nonpayment in the near
future.

-- If there is a one-in-two chance for this note to default.

-- If S&P envisions this tranche to default in the next 12-18
months.

Following this analysis, S&P considers that the available credit
enhancement for the class F notes is commensurate with the assigned
preliminary 'B- (sf)' rating.

S&P said, "Following our analysis of the credit, cash flow,
counterparty, operational, and legal risks, we believe that our
assigned preliminary ratings are commensurate with the available
credit enhancement for the class A, B-1, B-2, C, D, E, and F
notes.

"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class A to E notes
based on four hypothetical scenarios.

"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F notes."

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

Environmental, social, and governance (ESG) credit factors

S&P said, "We regard the exposure to ESG credit factors in the
transaction as being broadly in line with our benchmark for the
sector. Primarily due to the diversity of the assets within CLOs,
the exposure to environmental credit factors is viewed as below
average, social credit factors are below average, and governance
credit factors are average. For this transaction, the documents
prohibit assets from being related to the following industries: the
production or trade of illegal drugs or narcotics; the development,
production, maintenance of weapons of mass destruction, including
biological and chemical weapons; manufacture or trade in
pornographic materials; payday lending; performing oil exploration
or providing pipelines intended for use in the oil life cycle; and
tobacco production. Accordingly, since the exclusion of assets from
these industries does not result in material differences between
the transaction and our ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities.

Environmental, social, and governance (ESG) corporate credit
indicators

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

  Corporate ESG Credit Indicators
                               ENVIRONMENTAL   SOCIAL   GOVERNANCE

  Weighted-average credit indicator*    2.01    2.08      2.86

  E-1/S-1/G-1 distribution (%)          0.35    0.71      0.00

  E-2/S-2/G-2 distribution (%)         71.05   66.30     13.44

  E-3/S-3/G-3 distribution (%)          1.27    4.96     57.33

  E-4/S-4/G-4 distribution (%)          0.00    0.71      0.71

  E-5/S-5/G-5 distribution (%)          0.00    0.00      1.20

  Unmatched obligor (%)                16.01   16.01     16.01

  Unidentified asset (%)               11.31   11.31     11.31

  Only includes matched obligor.


  Ratings List

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

  A         AAA (sf)     186.60       3mE + 2.20      41.50

  B-1       AA (sf)       22.10       3mE + 3.82      32.51

  B-2       AA (sf)        6.60            6.875      32.51

  C         A (sf)        24.70       3mE + 4.54      24.76

  D         BBB- (sf)     22.40       3mE + 6.55      17.74

  E         BB- (sf)      14.30       3mE + 7.91      13.26

  F**       B- (sf)       13.60       3mE + 8.75       9.00

  Subordinated  NR        35.90       N/A               N/A

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

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


TAURUS 2021-3: Moody's Cuts Rating on EUR59MM Class E Notes to B1
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of four
classes of notes and affirmed the ratings of two classes of notes
issued by Taurus 2021-3 DEU DAC:

EUR227M (Current outstanding balance EUR223,174,488) Class A
Commercial Mortgage Backed Floating Rate Notes due December 2030,
Affirmed Aaa (sf); previously on Apr 13, 2021 Definitive Rating
Assigned Aaa (sf)

EUR85M (Current outstanding balance EUR83,567,540) Class B
Commercial Mortgage Backed Floating Rate Notes due December 2030,
Affirmed Aa3 (sf); previously on Apr 13, 2021 Definitive Rating
Assigned Aa3 (sf)

EUR57M (Current outstanding balance EUR56,039,409) Class C
Commercial Mortgage Backed Floating Rate Notes due December 2030,
Downgraded to Baa2 (sf); previously on Apr 13, 2021 Definitive
Rating Assigned A3 (sf)

EUR62M (Current outstanding balance EUR60,955,146) Class D
Commercial Mortgage Backed Floating Rate Notes due December 2030,
Downgraded to Ba2 (sf); previously on Apr 13, 2021 Definitive
Rating Assigned Baa3 (sf)

EUR59M (Current outstanding balance EUR58,005,704) Class E
Commercial Mortgage Backed Floating Rate Notes due December 2030,
Downgraded to B1 (sf); previously on Apr 13, 2021 Definitive Rating
Assigned Ba2 (sf)

EUR22.98M (Current outstanding balance EUR22,593,713) Class F
Commercial Mortgage Backed Floating Rate Notes due December 2030,
Downgraded to B3 (sf); previously on Apr 13, 2021 Definitive Rating
Assigned B1 (sf)

RATINGS RATIONALE

The rating action reflects the re-assessment of the expected loss
of the underlying loans.

The main driver for the downgrades of the ratings on Class C, D, E
and F Notes is an increase in expected loss because of a lower
Moody's property value and an increased refinancing risk due to a
higher assumed leverage at loan maturity.

The office and retail component of the underlying property is
currently performing below the original expectations and Moody's
expects lower office tenant demand due to the forecasted stress on
the German economy, rising interest rates and substantial
inflation, notably the rise in energy prices following the
Russia-Ukraine conflict. Whilst the quality of the office
accommodation is of a very high standard, the location of the
property is not a traditional prime office location in Frankfurt.
The property will only attract tenants that particularly benefit
from the proximity to the airport terminals. Therefore, this limits
the pool of potential tenants.

The ratings on the classes A and B Notes were affirmed because
these tranches have sufficient subordination to absorb the higher
expected loss on the loans.

DEAL PERFORMANCE

Taurus 2021-3 DEU DAC is a true sale transaction backed by two
loans together currently totaling EUR530.88 million. The largest
loan is secured by a mixed-use office and hotel property connected
to Frankfurt International Airport Terminal 1. The smaller loan is
secured by the corresponding parking complex.

On the September payment date, an amount of EUR9.1 million
deposited on the cash trap account was used to partially prepay the
loans. Principal proceeds were allocated pro-rata to the notes. As
a result, the transaction balance decreased to EUR530.88 million
from EUR539.98 million at closing.

The office and retail component of the collateral has
underperformed with a vacancy at about 21% compared to about 6% at
closing. Vacancy levels had previously decreased since 2015 with
leases to new tenants but it was under more favourable market
conditions. Moody's now expects a prolonged reletting time with
increased vacancy levels going forward. Therefore, Moody's property
value for this component has decreased by about 12%. The office and
retail component contributes a large part of the collateral's
revenues and about 62% of Moody's property value.

The hotel and parking components on the other hand have performed
better recently. Occupancy has recovered after the lifting of Covid
restrictions but has not reached pre-pandemic levels. Moody's
expects only a slow recovery and that it will take several years to
get back to pre-pandemic occupancy and income levels.

Moody's total property value has decreased to EUR623.9 million from
EUR675.3 million at closing. Moody's LTV has thus increased to
85.1% from 80% at closing.

The reported debt yield has increased to 6.9% from 5.8% at closing.
The increase is due to the performance of the hotels and parking
components. Despite the debt yield being above the 6.7% covenant,
the loan remains in cash trap mode as the borrower needs to be
above the cash trap level for two consecutive quarters.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's
Approach to Rating EMEA CMBS Transactions" published in May 2021.

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

Main factors or circumstances that could lead to an upgrade of the
ratings are generally (i) an increase in the property values
backing the underlying loans or (ii) a decrease in default risk
assessment.

Main factors or circumstances that could lead to a downgrade of the
ratings are generally (i) a decline in the property values backing
the underlying loans or (ii) an increase in default risk
assessment.



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

COLT SPV: Moody's Assigns B2 Rating to EUR79.1MM Class B Notes
--------------------------------------------------------------
Moody's Investors Service has assigned the following definitive
ratings to the Notes issued by Colt SPV S.R.L. (the "Issuer"):

EUR375M Class A Asset Backed Floating Rate Notes due February
2040, Assigned A1 (sf)

EUR79.1M Class B Asset Backed Floating Rate Notes due February
2040, Assigned B2 (sf)

Moody's has not assigned any rating to the EUR116M Class J Asset
Backed Fixed Rate and Additional Return Notes due February 2040.

The transaction is a static cash securitisation of unsecured
government guaranteed term loans granted by Illimity Bank S.p.A.
(unrated) to medium-sized enterprises and corporates located in
Italy.

The unsecured loans have been originated based on the "Liquidity
decree", converted into law June 5, 2020, to facilitate the restart
of the Italian production system, once the health emergency caused
by covid-19 was overcome. They are guaranteed either by SACE S.p.A.
("SACE", 76.2%) or by the Central Guarantee Fund for SMEs (the
"CGFS Fund") managed by Banca del Mezzogiorno - MCC S.p.A. ("MCC",
23.8%). The average loan ticket is EUR6.5 million, whereas the
maximum loan ticket is EUR25 million. Most of the loans benefit
from a pre-amortization period.

RATINGS RATIONALE

The ratings of the Notes are primarily based on the analysis of the
credit quality of the underlying portfolio including the benefit of
the guarantee, the structural integrity of the transaction, the
roles of external counterparties and the protection provided by
credit enhancement.

In Moody's view, the strong credit positive features of this deal
include, among others:

(i) the guarantee provided by SACE or MCC, which is funded by the
Government of Italy (Baa3/P-3), and covers mainly between 80% and
90% of the loan balance outstanding at the time of activation of
the guarantee (including 90 days past due and insolvency of the
debtor);

(ii) relatively low industry sector concentration: the debtors
active in the highly cyclical construction and building sector
represents only 19% of the total portfolio and the top region
(Lombardy) accounting for 41.0% of the portfolio;

(iii) the Class A Notes' subordination representing 29.5% of the
total assets and a cash reserve of 3% of the senior Notes funded at
closing;

(iv) interest payment on the Class B Notes becomes subordinated to
the repayment of the Class A Notes principal if the cumulative
default ratio is higher than 5%. This is beneficial for Class A
Notes to the detriment of the Class B Notes;

(v) very limited interest rate risk with 100% of assets and
liabilities paying floating rates;

(vi) a dedicated reserve funded at closing mitigating the set-off
risk arising from borrowers having deposits or derivatives with
Illimity Bank S.p.A. Borrowers may offset these amounts against
amounts they owe under the securitized loans in case of an
insolvency of Illimity Bank S.p.A. As of the closing date, the
initial net set-off risk of 3.1% is covered by the EUR23.93 million
dedicated cash reserve (representing 4.5% of the outstanding
balance). It will amortise according to the withdrawal of deposits
by the debtors and to a floor of EUR6.93 million.

However, the transaction has several challenging features, such
as:

(i) the lack of granularity of the portfolio with 69 debtors, and
the Top 1 and 10 representing 5.3% and 41.1%, respectively; all Top
10 debtors have an outstanding balance representing more than 3% of
the total portfolio;

(ii) relatively low borrowers' average credit quality in the low B
range with cross-over and growing companies;

(iii) the potential renegotiation capabilities: the servicer can
renegotiate several terms and conditions of the loans up to certain
limits. These renegotiations could affect the loan maturity and the
interest rate applied to the loans.

Key collateral assumptions:

Mean default rate: Moody's assumed a mean default rate of 24% over
a weighted average life of 3 years (equivalent to a B3/Caa1 proxy
rating as per Moody's Idealized Default Rates). Moody's default
assumption is based on: (1) the characteristics of the loan-by-loan
portfolio information for the initial portfolio, (2) a mapping of
Cerved Group S.p.A.'s rating categories onto Moody's scale based on
the available historical data and rating migration of Cerved Group
S.p.A.'s ratings since 2008, (3) an additional two notches stress
applied to all debtors with an exposure above the 3% of the total
portfolio, and (4) servicer's flexibility to extend the maturity of
the loans within certain limits.

Default rate volatility: Moody's assumed a coefficient of variation
(i.e., the ratio of standard deviation over the mean default rate
explained above) of 40%, as a result of the analysis of the
portfolio concentrations in terms of single obligors and industry
sectors.

Recovery rate: considering the partial guarantee on the loans,
Moody's assumed 86% fixed recovery rate as long as the guarantor is
around and 25% mean recovery rate in the scenarios where the
guarantor defaults. The main driver of the recovery is the amount
guaranteed provided SACE and MCC, hence, ultimately the Government
of Italy (rated Baa3).

Portfolio credit enhancement: in absence of the guarantee, the
aforementioned assumptions considering the 25% recovery rate
correspond to a portfolio credit enhancement of 42%, that takes
into account the Italian current local currency country risk
ceiling (LCC) of Aa3.

As of October 31, 2022, the pool of underlying assets was composed
of a portfolio of 82 loans amounting to EUR531.74 million. The top
two industry sectors in the pool, in terms of Moody's industry
classification, are Construction and Building (19%) and Automotive
(12%). The top borrower represents 5.3% of the portfolio and the
effective number of obligors is 37. Mid-cap companies account for
41% of the total portfolio, the remaining being corporates. The
assets were originated mainly between 2020 and 2022 and have a
weighted average seasoning of 1.1 years and a weighted average
remaining term of 4.7 years. The pool bears a floating interest
rate, and the weighted average margin is 3.3%. Geographically, the
pool is concentrated mostly in Lombardy (41.0%) and Piemonte
(15.8%). At closing, none of the debtors was neither in arrears by
more than 30 days nor benefitting from a debt moratorium or the
loan was classified as unlikely-to-pay by the originator or
classified as bad loan by any bank in Italy.

The portfolio is not secured by mortgage guarantees, but all loans
benefit from a guarantee from the Central Guarantee Fund for SMEs
or SACE S.p.A.

Key transaction structure features:

Credit enhancement: Class A Notes benefits from the subordination
of the Class B Notes and Class J Notes representing 29.5% of the
total assets, while the Class B Notes benefits from credit
enhancement from the Class J Notes subordination.

Reserve fund:

The transaction benefits from EUR11.25 million reserve fund funded
at closing, equivalent to 3% of the original balance of the Class A
Notes. It will amortise according to Class A Notes amortization
down to a floor of 1% of the initial Class A Notes' balance. The
reserve fund provides mainly liquidity protection to the Class A
Notes.

Counterparty risk analysis:

Illimity Bank S.p.A. will service the securitized portfolio, while
Banca Finanziaria Internazionale S.p.A. (unrated) acts as back-up
servicer. To ensure payment continuity over the transaction's
lifetime, the transaction documents incorporate estimation language
according to which the calculation agent, i.e., Banca Finanziaria
Internazionale S.p.A., will prepare the payment report based on
estimates if the servicer report is not available. In such a case,
only interest on the Class A Notes and items senior thereto will be
paid.

All of the payments under the assets in the securitised pool are
paid into the servicer collection account at Bank of New York
Mellon SA/NV (Milan Branch) (Aa2/P-1). There is a sweep of the
funds within two business days held in the collection account into
the Issuer account. The Issuer account is held at Bank of New York
Mellon SA/NV (Milan Branch) (Aa2/P-1), with a transfer requirement
if the rating of the account bank falls below Baa3/P-3.

The transaction structure includes a dedicated set-off reserve set
at EUR23.9 million at closing which will amortize with the
reduction of deposits on the debtors' account down to a floor of
EUR6.93 million equal to the market-to-market value of the
derivates in place at the transfer date. This dedicated reserve
mitigates the potential set off risk of the transaction.

Principal Methodology

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

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

The ratings are sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The evolution of the associated counterparties
risk including the guarantor, the level of credit enhancement and
the Italy's country risk could also impact the ratings.



===================
L U X E M B O U R G
===================

AFE SA SICAV-RAIF: Moody's Cuts CFR to B3, On Review for Downgrade
------------------------------------------------------------------
Moody's Investors Service downgraded AFE S.A. SICAV-RAIF's
corporate family rating to B3 from B2 and backed senior secured
debt rating to Caa1 from B3. Moody's also placed all AFE's ratings
on review for downgrade. The outlook has changed to ratings under
review from positive.

RATINGS RATIONALE

The downgrade reflects AFE's constrained liquidity position, which
substantially limits its financial flexibility, particularly in the
currently challenging operating environment. The capital markets
dislocation observed since early 2022, brought about by rapidly
rising interest rates, a worldwide economic deceleration, and the
Russia-Ukraine military conflict, has greatly impaired access to
capital markets and prospects of debt issuances for non-investment
grade issuers.

AFE's EUR90 million revolving credit facility (RCF), which was
almost fully drawn at the end of the third quarter, matures on June
30, 2023, while the firm's cash balance amounted to only EUR17
million as of September 30, 2022. AFE's available liquidity is
supplemented by internally generated cash flows, with funds from
operations (before investments) amounting to approximately EUR100
million in the twelve months ended September 2022. AFE estimates
its Estimated Remaining Collections (ERC) replenishment rate at
EUR73 million for the same period. The firm could choose to reduce
its investment acquisitions below its ERC replenishment rate in
order to generate excess liquidity to meet its immediate debt
obligations, but this would be done at the expense of future
portfolio income and cash flows.

The review for downgrade is driven by AFE's rapidly evolving
business mix, with a significant shift in recent quarters towards
the direct real estate investment business, which as of September
30, 2022 represented 50% of AFE's total ERCs. During the review,
Moody's will assess AFE's liquidity situation and plans to address
the upcoming maturity of its RCF, the impact of the shift in
investment and earnings mix on the company's credit profile with
the aim of establishing appropriate leverage, capitalisation and
other credit metrics guidance in light of the changed business
model. The rating agency will also assess the degree of control AFE
has over its real estate investments, given that it increasingly
holds many positions with joint control as a JV partner, as well as
its commercial relationships with the wider Veld Capital. Finally,
Moody's will evaluate AFE's plans for refinancing its EUR307.5
million outstanding backed senior secured notes due August 2024, in
light of currently challenging capital market conditions for
high-yield issuers.

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

The rating upgrade is unlikely, given that the ratings are
currently on review for downgrade. AFE's ratings could be confirmed
if: 1) AFE successfully addresses the upcoming maturity of its RCF
prior to its maturity in June 2023; 2) AFE's plans for refinancing
of the 2024 backed senior secured notes are underway that do not
entail a loss to the bondholders; and 3) Moody's concludes that the
rapid expansion of AFE's direct real estate investment business
does not introduce additional meaningful and unmitigated risks to
its credit profile.

AFE's ratings could be downgraded if: 1) AFE does not successfully
address the upcoming RCF maturity in June 2023; 2) Moody's comes to
believe that the refinancing of the 2024 backed senior secured
notes will likely be executed at a loss to the existing bondholders
or if there is a significant uncertainty about the execution of the
refinancing; and 3) Moody's determines that AFE's rapid expansion
in the direct real estate business introduces a new set of
unmitigated risks positioning the credit profile more akin to a
Caa1 CFR.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.



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

CYFROWY POLSAT: S&P Downgrades LT ICR to 'BB', Outlook Stable
-------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Cyfrowy Polsat S.A (Cyfrowy) to 'BB' from 'BB+'.

S&P said, "The stable outlook reflects our expectation that
Cyfrowy's revenue will expand 5%-7% in the next 12 months, with its
EBITDA margin remaining subdued at 26%-27% amid high energy prices
and FOCF turning negative due to significant capex in the green
energy business, leading to about 4.0x leverage in 2023.

"The downgrade of Cyfrowy reflects our expectation that adjusted
leverage will increase to about 4.0x, with negative reported FOCF
after leases in 2023."

The company is in the process of completing its acquisition of
green asset PAK-PCE. It already purchased a 40.4% stake for PLN479
million and plans to buy the remaining 26.6% by July 3, 2023, for
PLN329 million. PAK-PCE is also indirectly owned by Cyfrowy's main
shareholder Zygmunt Solorz, via his 65.96% stake in its parent ZE
PAK SA. The acquisition follows the sale of Cyfrowy's passive and
active mobile infrastructure under Polkomtel Infrastruktura in
2021, which has exposed the group to unforeseen price increases.
The net proceeds of PLN7.1 billion, including a PLN870 million tax
payment, were used to distribute PLN660 million of dividends, buy
back PLN2.85 billion of shares, and invest in the green energy
business. Given Cyfrowy's more aggressive financial policy,
management is no longer committed to its net leverage target of
2.0x after 2024, prioritizing further investment in its energy
business via additional debt rather than deleveraging. S&P said,
"At the same time, we expect the green energy business to start
generating meaningful EBITDA from 2024, leading to our expectation
leverage will increase to about 4.0x in 2023 and remain at
3.5x-4.0x during 2024-2025." S&P has revised its forecast to
reflect the following changes:

-- About 50% of the expected PLN5 billion in investments will take
place in 2023, while in 2024-2025 investments will remain elevated,
although we note that some of the investment in 2023 could be
delayed to 2024 and beyond. S&P previously expected 50% of the
investment to be spread over 2022-2023 and the remaining 50% during
a longer time horizon.

-- Service costs of PLN900 million-PLN1,000 million in 2022 under
Cellnex's master service agreement (MSA), with an EBITDA margin hit
of about 700 basis points (bps). S&P notes that this is cash flow
neutral for Cyfrowy because the service costs are offset by lower
operating leases and capex.

-- Strong pressure from elevated energy prices and inflation on
other operating costs, further affecting the EBITDA margin in 2022.
S&P expects pressure to remain high in 2023 while the company
starts progressively hedging energy prices with its own renewable
energy production.

-- Higher floating interest rates, to which Cyfrowy is highly
exposed since its average interest rate moved to 8.4% in September
2022 from 5.1% in 2021, and S&P anticipates further increases.
Therefore, it expects EBITDA interest coverage of about 3.5x-4.0x
in 2023-2024, from 14x in 2021 and 4.3x expected in 2022.

S&P said, "Diversification into the energy business could be
positive in the long term but we note certain short-term execution
risks. The energy business acquisition brings diversity, although
the line's contribution will likely remain modest in the next two
years. In our view, it will potentially reach about 10% of revenue
and EBITDA by 2024, then progressively increase. The company's
target is to fully hedge its energy costs via produced renewable
energy and sell any left over to third parties. Cyfrowy also has
matching rights for energy costs with Cellnex, meaning that it can
sell energy to Cellnex at a better price if it believes the energy
costs being billed by Cellnex are too high. For example, Cyfrowy
can sell energy from its future renewable sources to Cellnex at
production cost. Additional cross-selling and synergy opportunities
are difficult to assess at this stage. However, we see some
execution risks around Cyfrowy's strategy to invest in green energy
and believe there is an accrued risk the company deviates from our
current base case. Notably, Cyfrowy is diversifying toward a
brand-new industry, in which management had no previous experience,
although we acknowledge it is in close cooperation with PAK PCE
management and increasing its knowledge. Moreover, PAK PCE has a
team of experts in renewables and the supervisory boards of Cyfrowy
and ZE PAK overlap to a significant extent, which means that the
same board members are engaged in overseeing operations at both
entities. Execution will be key in the coming years, and we will
monitor management's ability to convert strategic decisions into
constructive actions and show a track record of achieving
operational and financial goals.

"Cyfrowy's business risk profile remains supported by its resilient
telecom and media business. The company is the largest Polish media
and entertainment group and the second largest Polish telecom
operator after Orange Polska, but still relatively close to the No.
1 position. We also factor in Cyfrowy's business diversification
into media and broadcasting activities (primarily advertising
revenue) since it produces its own content, which sets the company
apart from other European peers. Cyfrowy's convergent offering has
translated into a gradual increase in the number of products per
customer, further supported by the relatively lower churn rate than
peers of 6.8% per year in third-quarter 2022, down from 7.2% in
2019. Although Cyfrowy lacks a dominant market position in specific
segments of the Polish market, besides being No. 1 in pay TV, we
think its broad presence in many telecom and media segments and
differentiation through content support our expectation of modest
revenue growth in the coming years.

"The stable outlook reflects our expectation that Cyfrowy's revenue
will expand 5%-7% in the next 12 months while EBITDA margin will
remain subdued at 26%-27% amid high energy prices. We expect
significant capex in the green energy business will lead to
negative FOCF and leverage of about 4.0x in 2023.

"We could lower the rating if S&P Global Ratings-adjusted net
leverage increases to 4.5x or above, or if we expect overall FOCF
to debt will remain negative while FOCF to debt at the technology,
media, and telecom (TMT) business turns well below 5%. This would
stem from execution missteps, higher than currently planned capex
to build Cyfrowy's green energy activities, or weaker profitability
in the TMT business. We could also downgrade Cyfrowy if we see
heightened refinancing risk for its PLN6.2 billion debt coming due
in September 2024, leading to a material liquidity deterioration.

"We could raise the rating on Cyfrowy if S&P Global
Ratings-adjusted net leverage decreases to below 3.5x and FOCF to
debt sustainably increases to above 5%. This would need to be
coupled with a successful refinancing of Cyfrowy's debt due in
September 2024."

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

"Governance factors are a moderately negative consideration in our
credit analysis of Cyfrowy because we think its strategy is more
skewed toward prioritizing shareholder returns over deleveraging.
This is illustrated by Cyfrowy's PLN3.0 billion share buyback
program and continued dividend distributions, while the group
revised its previously binding net leverage target. Moreover, cash
was used to acquire assets at ZE PAK, a company that is majority
owned by Cyfrowy's main shareholder, Zygmunt Solorz. Our governance
indicator also takes into account the relatively abrupt change in
strategy in 2021.

"Although we acknowledge Cyfrowy's willingness to directly invest
in and expand green energy sources in Poland, this is not
supportive of a higher rating for now because the huge related
capex in the short and medium term will translate into deteriorated
cash flow and higher leverage."




=============
R O M A N I A
=============

BANCA TRANSILVANIA: Fitch Affirms BB+ LongTerm IDR, Outlook Stable
------------------------------------------------------------------
Fitch Ratings has affirmed Banca Transilvania S.A.'s (Transilvania)
Long-Term Issuer Default Rating (IDR) at 'BB+' with a Stable
Outlook and Viability Rating (VR) at 'bb+'.

KEY RATING DRIVERS

Banca Transilvania's ratings reflect the bank's strong and
well-established domestic franchise, solid capital position
supported by resilient internal capital generation and healthy
funding profile. It also factors in the bank's reasonable asset
quality, underpinned by conservative underwriting.

Economic Pressures Rise: Romania's significantly slowing economic
growth in 2023 coupled with high inflation and monetary tightening
will weigh on the banking sector's performance in 2023, limiting
lending growth and excreting pressure on banks' operating expenses.
However, improved interest margins, low unemployment and banks'
generally reasonable underwriting should contain most of these
risks. Fitch believes that the operating environment for banks will
be consistent with a 'bb+' score, even in case of a one-notch
downgrade of the sovereign IDR.

Solid Capital Position: Transilvania's rating capture its solid
capital ratios, low capital encumbrance by unprovisioned impaired
loans and robust profitability. The bank's sizable exposure to the
sovereign remains a risk, increasing vulnerability of capital to
shocks related to the sovereign and its rating. At end-3Q22, the
government bond portfolio was equal to about 3.9x the bank's common
equity Tier 1 (CET1) capital, and mostly comprised Romanian
sovereign bonds (BBB-/Negative).

Profitability Will Moderate: Transilvania's profitability in 2022
was solid underpinned by rising revenues and good cost efficiency,
with operating profits to risk-weighted assets (RWA) equal to a
robust annualised 4.4% in 9M22. Fitch believes the bank's profits
have peaked in 2022 and will moderate next year (although remain
reasonable) as operating expenses and loan impairment charges rise
amid higher inflation and slowing economy. The widened margins
following rate hikes should contain most of the risks, even as
funding costs continue to increase.

Asset Quality Pressures Rise: Transilvania's asset quality has
benefited from robust growth especially among its non-retail
clients, while new impaired loans generation remain muted given
still high economic activity. Inflation and increased borrowing
costs has only just started to affect borrower repayment capacity
and Fitch expects asset quality problems will start to materialise,
as economic growth rapidly slows. However solid provision coverage
and already some provision front loading should allow the bank to
absorb these pressures.

Healthy Funding, Reasonable Liquidity: Transilvania's funding
profile is solid, underpinned by its stable and granular customer
deposits, which benefits from its robust franchise. The bank's
liquidity remains reasonable covering well its modest refinancing
needs and with sizable holdings of liquid assets.

Leading Domestic Franchise: Transilvania is the largest Romanian
bank, with about a 19% market share in total sector assets. Its
traditional banking business model focuses on serving SMEs,
entrepreneurs and retail clients with whom it has strong
relationships. A granular loan book and limited exposure to
volatile industries supports its record of solid overall
performance through the cycle.

Granular Lending; Sovereign Risk: Transilvania's moderate risk
profile reflects its granular loan book focused on retail and SMEs
and mid-sized corporates and conservative risk framework. However,
the bank remains heavily exposed to the Romanian sovereign with its
direct holdings of sovereign debt a source of elevated market
risk.

RATING SENSITIVITIES

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

The bank's Long-Term IDR and the VR could be downgraded if a
sustained asset-quality deterioration drives a structural weakening
of profitability. This could happen following a combined and
sustained rise of the bank's impaired loans ratio above 5% and fall
of its operating profit to RWA below 2.5%.

The ratings could also be downgraded if there were a material and
sustained weakening of the bank's capitalisation, including due to
materialisation of risks tied to its sovereign exposure. In
particular this could happen if the bank's CET1 ratio falls to
below 15% on a sustained basis.

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

An upgrade of the bank's IDR and VR would require an upgrade of the
Romanian operating environment score (bb+), while maintaining the
bank's solid credit metrics.

OTHER DEBT AND ISSUER RATINGS

Transilvania's GSR of 'ns' reflect Fitch's view that due to the
implementation of the EU's Bank Recovery and Resolution Directive
(BRRD), senior creditors of Transilvania cannot rely on full
extraordinary support from the sovereign if the bank becomes
non-viable.

An upgrade of the GSR would be contingent on a positive change in
the sovereign's propensity to support the bank. However, this is
highly unlikely, given existing resolution legislation.

VR ADJUSTMENTS

The operating environment score of 'bb+' has been assigned below
the implied category score of 'bbb', due to the following
adjustment: macroeconomic stability (negative).

The asset quality score of 'bb' has been assigned above the implied
category score of 'b' due to the following adjustments: historical
and future metrics (positive).

ESG CONSIDERATIONS

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 Transilvania, either due to their nature or the way in
which they are being managed by the bank.

   Entity/Debt                      Rating          Prior
   -----------                      ------          -----
Banca
Transilvania S.A. LT IDR             BB+ Affirmed     BB+
                  ST IDR             B   Affirmed       B
                  Viability          bb+ Affirmed     bb+
                  Government Support ns  Affirmed      ns

GARANTI BANK: Fitch Affirms LongTerm IDR at 'BB-', Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has affirmed Garanti Bank S.A.'s (GBR) Long Term
Issuer Default Rating (IDR) at 'BB-' with a Stable Outlook and its
Viability Rating (VR) at 'bb-'. Fitch has downgraded the bank's
Shareholder Support Rating to 'b-' from 'b'.

The downgrade of the bank's SSR reflect the downgrade of the bank's
direct parent's IDR to 'B-' (see 'Fitch Downgrades 25 Turkish
Banks; Outlook Negative' dated 26 July 2022).

KEY RATING DRIVERS

GBR's ratings are driven by its standalone strength, as reflected
in its VR. The VR is constrained by its assessment of GBR's 'bb-'
business profile, reflecting the bank's small size and narrow
franchise. The bank's business model is also constrained by its
assessment of the moderate contagion risk from its direct parent,
Turkiye-based Turkiye Garanti Bankasi A.S. (TGB, B-/Negative/b).
The VR also reflects GBR's solid capitalisation and profitability,
improved asset quality and reasonable funding and liquidity. The
'bb-' VR is assigned below the 'bb' implied VR due to the following
adjustment: business profile.

Growing Economic Pressures: Romania's significantly slowing
economic growth in 2023 coupled with high inflation and monetary
tightening will weigh on the banking sector's performance, limiting
lending growth and excreting pressure on banks' operating expenses.
However, improved interest margins, low unemployment and banks'
generally reasonable underwriting, should contain most of these
risks. Fitch believes that the operating environment for banks will
be consistent with a 'bb+' score, even if there was a one-notch
downgrade of the Romanian sovereign IDR.

Small Bank; Turkish Exposures: GBR is a small bank in the
competitive Romanian banking sector with low market shares. The
bank operates a traditional bank business model, serving both
retail and non-retail clients. The bank maintains small direct and
moderate indirect exposures to Turkiye, where its direct parent
operates. This is a source of contagion risk which constrains its
'bb-' assessment of the business profile.

Reasonable Risk Profile: GBR's risk profile balances its generally
reasonable underwriting with somewhat higher risk appetite and
industry concentrations in non-retail lending compared with larger
domestic peers. Lending growth has accelerated lately, but is well
matched with internal capital generation despite business profile
limitations.

Asset Quality Faces Pressure: GBR's impaired loans ratio tends to
outperform the broader banking sector levels, reflecting low
impaired loans generation and solid underwriting. However, the
bank's loan book remains fairly concentrated, which is a source of
risk in its view, despite solid coverage of problem loans. Fitch
expects the bank's asset quality will weaken in 2023 as the
Romanian economy slows, with asset quality problems affecting
mainly corporate and SME clients, although under its base case
pressures will remain contained.

Moderate Earnings Set to Decline: GBR's operating profitability has
continued to improve during 2022 on the back of unsustainably low
loan impairment charges and some efficiency gains as revenues grew
supported by solid lending growth. However, Fitch expects the
bank's profitability will fall in 2023 as the bank faces increased
loan impairment charges due to a significant slowdown in the
Romanian economy, while its modest operating efficiency comes under
inflationary pressures. Nevertheless, Fitch expects the bank should
gradually recover to its only moderate, albeit stable profitability
levels.

Solid Capital Position: Fitch views GBR's high capital ratios as
adequate and a rating strength, even after considering limitations
of the bank's risk profile and business model, in particular
elevated loan book concentrations, which weigh on its assessment of
capitalisation. The bank maintains sizable buffers over regulatory
minimums and its capital encumbrance by unprovisioned impaired
loans is low. In its view the bank's capital position is sufficient
to withstand a moderate stress.

Adequate Liquidity; Reasonable Funding: GBR's funding profile is
based on granular and relatively stable customer deposits. Although
solid, Fitch believes GBR's funding franchise is somewhat weaker
and customer relationships less established than at larger peers.
The bank's funding is relatively independent of its direct parent,
although it is included in the parent's single point of entry
resolution strategy. GBR's liquidity position is adequate and
broadly stable, and refinancing risk is low.

RATING SENSITIVITIES

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

GBR's IDRs are primarily sensitive to changes in the VR. Given that
GBR's implied VR is a notch higher than the assigned VR, GBR has
sufficient rating headroom to absorb a moderate weakening of its
key financial metrics.

The bank's IDR and VR are also sensitive to a rise in the contagion
risk from its direct parent, whether due to increased direct and
indirect exposures to TGB and more broadly Turkiye or evidence of
the parent upstreaming capital or liquidity from GBR.

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

Upgrade of GBRs IDR and VR would require both a decrease in
contagion risk from its direct parent and strengthening of its
franchise and business profile.

GBR's SSR is driven by potential support from Banco Bilbao Vizcaya
Argentaria (BBVA; BBB+/Stable), the majority and controlling
shareholder of GBR's 100% shareholder, TGB, which Fitch views as
the ultimate source of support. This reflects a limited probability
of institutional support from BBVA, due to Fitch's view of the low
strategic importance of the Romanian operations for the BBVA group.
In addition, Fitch would not expect BBVA to support GBR over and
above the support it would extend to TGB. Hence, TGB's 'B-' IDR,
which incorporates Fitch's view of government intervention risk in
the Turkish banking sector, constrains its assessment of support
available to GBR at the 'b-' level.

GBR's SSR is sensitive to changes in its assessment of intervention
risk in the Turkish banking sector, because at present these risks
constrain GBR's SSR.

VR ADJUSTMENTS

The operating environment score of 'bb+' has been assigned below
the 'bbb' category implied score for Romania, due to the following
adjustment reasons: macroeconomic stability (negative).

The business profile score of 'bb-' has been assigned above the 'b
& below' implied score, due to the following adjustment reason:
business model (positive).

The capitalisation & leverage score of 'bb+' has been assigned
below the 'bbb' category implied score, due to the following
adjustment reason: risk profile and business model (negative).

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
   -----------                          ------         -----
Garanti Bank S.A.   LT IDR                BB- Affirmed   BB-
                    ST IDR                B   Affirmed    B
                    Viability             bb- Affirmed   bb-
                    Shareholder Support   b-  Downgrade   b



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

OTKRITIE BANK: Bank of Russia Agrees to Sell Lender to VTB
----------------------------------------------------------
Maria Kiselyova, Alexander Marrow and Elena Fabrichnaya at Reuters
report that the Bank of Russia on Dec. 22 agreed to sell bailed-out
Otkritie Bank to the country's No.2 lender, state-owned VTB, for
RUR340 billion (US$4.7 billion), in a deal expected to close by the
end of the year.

The central bank said the transaction consists of RUR233 billion in
cash and the remainder in OFZ treasury bonds, Reuters relates.

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

The central bank and VTB said in separate statements they had
agreed to transfer all the shares in Otkritie by Dec. 31, subject
to VTB paying in full, Reuters notes.

According to Reuters, while dominant lender Sberbank has turned a
monthly profit this quarter, VTB, which has fallen under some of
the toughest sanctions imposed by the West on Russia's financial
sector, is struggling, something that had raised doubts about the
long-awaited Otkritie purchase.

"VTB appears to be experiencing specific capital problems," Alfa
Bank senior analyst Evgeniy Kipnis told Reuters.  "Based on recent
statements from VTB Bank's CEO, due to sanctions, the bank has
frozen assets abroad worth around RUR600 billion."

"That is 27% of the bank's capital," Mr. Kipnis said. " It is
obvious that the bank needs additional capital in connection with
this."

Earlier this month, VTB said it had temporarily suspended coupon
payments on a number of subordinated bond issues, a move approved
by the central bank, Reuters relays.

The central bank, as cited by Reuters, said its bail-out investment
was RUR555 billion and that the deal, taking into account
dividends, would give it a refund of RUR352 billion.

VTB said nothing would change for Otkritie clients in the near
future and that it would develop a plan to integrate Otkritie's
business after the transaction closes, according to Reuters.


TASHKENT CITY: Fitch Affirms LongTerm IDRs at 'BB-', Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has affirmed the Uzbek City of Tashkent's Long-Term
Issuer Default Ratings (IDRs) at 'BB-' with Stable Outlooks.

The affirmation reflects Fitch's expectation that Tahskent's debt
sustainability metrics will remain in line with its ratings as
projected under its rating case scenario (payback below 5x in
2026). The IDRs are notched down once from its assessment of the
city's Standalone Credit Profile (SCP) of 'bb' due to weak
reporting and transparency practices that lag international
standards. This leads to Tashkent's IDRs being in line with the
Uzbek sovereign IDRs (BB-/Stable).

KEY RATING DRIVERS

Risk Profile: 'Weaker'

The 'Weaker' Risk Profile assessment results from a 'Weaker'
assessment for all of the city's six key risk factors. This
reflects Fitch's view of high risk relative to international peers
that the city may see its ability to cover debt service by its
operating balance weaken unexpectedly over the forecast horizon of
2022-2026 due to lower revenue, expenditure or an unanticipated
rise in liabilities or debt-service requirements.

Revenue Robustness: 'Weaker'

Tashkent's revenue sources remain volatile due to continued tax and
budgetary reform in the republic. The composition of taxes
collected by the city and their allocation between tiers of
government are subject to frequent change at the central
government's discretion. Taxes made up a moderate 28% of the city's
total revenue in 2021, followed by transfers, which comprised 58%.
The city's dependence on a relatively weak central government for a
material portion of revenue and the ongoing changes to national
fiscal regulation resulting in low revenue predictability drive the
'Weaker' revenue robustness assessment.

Revenue Adjustability: 'Weaker'

Fitch assesses Tashkent's ability to generate additional revenue in
response to possible economic downturns as limited. The city's
fiscal autonomy is controlled by the central government, which sets
all tax rates and determines the amount of tax revenue allocated
between government tiers.

Expenditure Sustainability: 'Weaker'

Expenditure sustainability is fragile due to the changing
composition of the city's responsibilities, limiting expenditure
predictability. Spending has historically been volatile due to
reallocation of spending responsibilities, additionally affected by
relatively high double digit inflation, which averaged at 14% in
2018-2021.

Expenditure Adjustability: 'Weaker'

Tashkent's ability to curb expenditure in response to shrinking
revenue is low as most of the city's spending responsibilities are
mandatory. Consequently, the city's budget is dominated by
inflexible spending items that exceeded 80% of total expenditure in
2020-2021. About 30% of spending is salaries and wages, which are
the most rigid items and subject to indexation to inflation.

Liabilities & Liquidity Robustness: 'Weaker'

This assessment reflects the overall weak national framework for
debt and liquidity management and under-developed capital markets
in Uzbekistan. Uzbek sub-nationals are not allowed to incur debt,
except inter-governmental budget loans, and cannot issue
guarantees. Tashkent has an exclusive limited right to borrow
domestically, but the city is currently free from direct debt. The
city's debt is limited to borrowing through its government-related
entities (GRE) to finance investment projects. Subsequently,
Tashkent supports these entities in debt servicing by providing
transfers from the budget.

In 2021 Tashkent serviced several GREs loans totalling UZS1,009
billion, which Fitch included in the city's adjusted debt
calculation. A material part of debt is
foreign-currency-denominated, exposing the city to FX risk, given
the volatile local currency.

Liabilities & Liquidity Flexibility: 'Weaker'

Liquidity available to Tashkent is limited to its cash balance,
which increased to UZS1,082.4 billon at end-2021 (2020: UZS412.8
billion), underpinned by stronger revenue performance. The city's
access to debt capital markets is restricted by the national
regulation. The bulk of cash is restricted as it is earmarked for
certain spending. Tashkent is additionally supported by a central
government liquidity mechanism, comprising short-term budget loans
to cover intra-year cash gaps. The sovereign's 'BB-' rating as a
provider of additional liquidity in case of need underpins the
'Weaker' assessment of this rating factor.

Debt Sustainability: 'aa category'

The 'aa' assessment is derived from a combination of a sound
primary metric - payback ratio (net adjusted debt-to-operating
balance), which under Fitch's rating case should remain below 5x
during the projected period, in line with a 'aaa' assessment,
moderated by weaker secondary metrics - fiscal debt burden (net
adjusted debt-to-operating revenue) projected to remain slightly
more than 50% ('aa' assessment) and actual debt service coverage
ratio (operating balance-to-debt service, including short-term debt
maturities) at about 1.2x ('bbb' category).

ESG Influence

Tashkent City has an ESG Relevance Score of '4' for Data Quality
and Transparency due to exposure to limitations on the quality and
timeliness of financial data, including transparency of public debt
and contingent liabilities that lags international standards. This
has a negative impact on the credit profile, is relevant to the
rating in conjunction with other factors, and leads to one notch
downward adjustment to the city's rating.

DERIVATION SUMMARY

Tashkent's 'bb' SCP reflects the combination of a 'Weaker' risk
profile and 'aa' debt sustainability and factors in a comparison
with international peers. The application of a single-notch
downward adjustment to the city's SCP, due to asymmetric risk
stemming from inconsistent disclosure and financial reporting
practices on GRE debt, results in the city's 'BB-' IDRs.

Short-Term Ratings

Tashkent's 'BB-' IDRs correspond to a short-term rating of 'B'
according to Fitch's short-term ratings cross-sector criteria.

KEY ASSUMPTIONS

Qualitative assumptions:

Risk Profile: 'Weaker'

Revenue Robustness: 'Weaker'

Revenue Adjustability: 'Weaker'

Expenditure Sustainability: 'Weaker'

Expenditure Adjustability: 'Weaker'

Liabilities and Liquidity Robustness: 'Weaker'

Liabilities and Liquidity Flexibility: 'Weaker'

Debt sustainability: 'aa'

Support (Budget Loans): 'N/A'

Support (Ad Hoc): 'N/A'

Asymmetric Risk: '-1'

Sovereign Cap:

Sovereign Floor: 'N/A'

Sovereign Cap (LT LC IDR)

Quantitative assumptions - Issuer Specific

Fitch's rating case is a "through-the-cycle" scenario, which
incorporates a combination of revenue, cost and financial risk
stresses. It is based on 2017-2021 figures and 2022-2026 projected
ratios. The key assumptions for the scenario include:

- yoy 5.1% increase in operating revenue on average;

- yoy 12.9% increase in operating spending on average;

- negative capital balance of about UZS4,029 billion per year on
average;

- an average cost of debt of 13%.

Issuer Profile

Tashkent is the capital of Uzbekistan, and its political and
financial centre. It is the country's largest city. Tashkent's
wealth metrics are well above the national average, but materially
lag international peers. Tashkent's budget accounts are presented
on a cash basis and the laws on budgets are approved for one year.

RATING SENSITIVITIES

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

- A downgrade of Uzbekistan's IDRs or deterioration of the city's
debt payback beyond 9x under Fitch's rating case would lead to a
downgrade.

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

- Improved predictability of the city's budgetary policy and
Fitch's rating case consistently showing debt payback below 5x
could lead an upgrade, if the sovereign rating was also upgraded.

ESG Considerations

Tashkent City has an ESG Relevance Score of '4' for Data Quality
and Transparency due to exposure to limitations on the quality and
timeliness of financial data, including transparency of public debt
and contingent liabilities that lags international standards. This
has a negative impact on the credit profile, is relevant to the
rating in conjunction with other factors, and leads to one notch
downward adjustment to the city's rating.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

The city's ratings are capped by those of Uzbekistan.

   Entity/Debt             Rating        Prior
   -----------             ------        -----
Tashkent City    LT IDR    BB- Affirmed    BB-
                 ST IDR    B   Affirmed    B
                 LC LT IDR BB- Affirmed    BB-



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

MEIF 5 ARENA: S&P Alters Outlook to Positive, Affirms 'B+' LT ICR
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on car park operator MEIF 5
Arena Holdings SLU to positive from stable and affirmed its 'B+'
long-term ratings on the company and its debt.

The positive outlook indicates that S&P could raise the rating by
one notch if it believes the group will maintain adjusted
weighted-average debt to EBITDA below 8.0x in the next 12-to-18
months despite the challenging operating environment.

S&P said, "The outlook revision reflects our view that MEIF 5's
inflation-linked tariffs under favorable concession terms and
limited personnel cost increases should mitigate inflationary
pressures on costs and support S&P Global Ratings-adjusted EBITDA
margins of 46.0%-47.5% over 2022-2024 compared with 36.7% in 2021.
We assume the group's margins will be partly protected from
cost-base inflation, since most salary cost increases are regulated
by collective agreements with labor unions (staff costs account for
about 60% of total costs). This range is lower than our inflation
forecast for Spain of 10.1% for 2022 and 5.6% in 2023, as well as
general indexation clauses in MEIF 5's concession contracts that
would allow it to pass on most of the inflation through tariff
increases. Energy costs account for a significantly smaller
proportion of total costs (about 5% of total costs) but we assume
they could increase materially in the next 12-18 months since the
company does not benefit from hedges. Therefore, we assume S&P
Global Ratings-adjusted margins could decline slightly to about 46%
in 2023 from 46.7% in 2022, but remain higher than the 44.2%
recorded in 2019, reflecting a larger share of high-margin
off-street operations in the revenue mix." The company reported
EBITDA for the nine months to Sept. 30, 2022, of EUR64.6 million,
translating into a 45.2% margin broadly in line with that for the
same period in 2019 despite a weak first quarter. In 2021, MEIF 5's
S&P Global Ratings--adjusted margins remained lower than rated
peers' such as Indigo Group and Q-Park, reflecting its smaller
scale (adjusted EBITDA of EUR59 million in 2021 compared to more
than EUR300 million for peers) and larger on-street exposure (35%
of revenue for the year to Sept. 30, 2022).

Recovery of car park volumes, execution of the growth strategy, and
planned tariff increases will likely support debt to EBITDA below
8x on average over 2022-2024 after 11.2x in 2021. S&P said, "We
assume that the end of mobility restrictions in Spain and Portugal,
the group's recent investments, and new digital products will
mitigate the potential slowdown in cark park volumes, considering
higher fuel costs, weaker macroeconomic environment, and contract
losses. As of Sept. 30, 2022, the group's growth capital
expenditure (capex) reached EUR47.5 million, most of which went
toward new off-street concession contacts. In addition, the group
will be able to pass on cost increases to end users through higher
tariffs, reset every year at the end of November in Spain and at
the end of December in Portugal under most of its concession
contracts. Therefore, we have revised upward our forecasts for MEIF
5's off-street segment, which contributed about 88% of its EBITDA
as of Sept. 30, 2022. We now expect the segment's revenue to reach
100%-105% of the 2019 level in 2022, which is better than our
previous estimate of 90%-95%, and well above the Iberian car park
market average of 85%-90%, supported by MEIF 5's revenue, on a
like-for-like basis, having already surpassed the 2019 levels in
the first and second quarters of this year. This implies MEIF 5's
total revenue should recover close to the 2019 level in 2023,
broadly in line with peers such as Indigo Group S.A.
(BBB-/Positive/--). As such, we forecast S&P Global
Ratings-adjusted debt leverage could improve, reducing to less than
8.0x on average over 2022-2024 from 11.2x in 2021, which is better
than our previous forecast of 8.5x-9.0x or higher in 2022-2023,
although with limited headroom for underperformance."

S&P said, "Deleveraging as per our base case hinges on prudent
financial policy and calibration of shareholder distributions to
accommodate expansion. We expect that shareholder distributions via
shareholder loan repayment will remain flexible and dependent on
business conditions, in particular the gaining of new business to
replace expiring contracts. This is because we understand that MEIF
5's shareholders remain committed to maintaining prudent leverage
and certain restrictions in the financial documentation prevent
distributions unless reported leverage is below 7.5x. We factor in
shareholders distributions from 2023 onward. We also consider that,
before distributing dividends, MEIF 5 will invest more than EUR40
million per year in bilateral acquisition deals and public
concession tenders over 2022-2024, which should fuel cash flow
growth. We expect the renewal of expiring contracts would only be
pursued if commercially favorable terms are agreed. Nevertheless,
no significant contract matures over the next two years and no
individual off-street contract represents more than 2.5% of the
gross margin. The most recent contracts to mature were the Spanish
airport AENA tender that was lost in February 2022, and the Las
Cortes car park in Madrid in 2022, which we do not incorporate into
our analysis because the renewal process is ongoing. As a result,
we assume funds from operations (FFO) to debt will strengthen and
remain at about 10% over 2023-2024, despite the expected increase
in interest costs on the partly hedged floating-rate debt (about
26% of total debt), which supports the current rating.

"The positive outlook reflects our view that MEIF 5's S&P Global
Ratings-adjusted leverage could reduce to comfortably below 8.0x on
average over 2022-2024, thanks to volume recovery despite higher
fuel costs, tariff increases, additional revenue from acquisitions,
and good control over its cost base. It also reflects our
expectation that the company will continue executing a flexible and
prudent financial policy regarding shareholder distributions to
accommodate its growth strategy and keep leverage commensurate with
the ratings."

S&P could revise its outlook to stable if:

-- Aggressive financial policy caused adjusted debt to EBITDA to
remain above 8x;

-- Sustained negative free operating cash flows led to
substantially slower leverage reduction, which could occur for
example if profitability deteriorated due to a slower recovery of
volumes amid higher fuel costs, failure to achieve forecast growth
from the investment plan, or higher-than-anticipated inflationary
pressures not mitigated by price increases;

-- The liquidity position deteriorated beyond our expectations;
or

-- A significant change in business mix increased exposure to
on-street non-infrastructure business--such as management contracts
and short-term leases--to about 30% of EBITDA. This would likely
cause S&P Global Ratings-adjusted EBITDA margins to fall below 30%
and lead S&P to see the group's business risk profile as weakening,
although it sees this as unlikely at this stage.

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

S&P said, "Social factors are a moderately negative consideration
in our credit rating analysis of MEIF 5. During the
COVID-19-related lockdowns in 2020, the company's revenue dropped
31.2%. Although there was a strong rebound in 2021 and further
strengthening in 2022, we expect recovery to pre-pandemic levels to
stretch to 2023 at the earliest, hampering cash flow generation.
Regarding environmental factors, although there is a risk of
potential restrictions in car access to city centers, especially
for MEIF 5's on-street parking (17% of 2019 EBITDA) segment,
rebalancing mechanisms in the concession contracts buffer the
company from any impact in the medium term."

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

-- Health and safety


PRIMAFRIO IBERICA: Moody's Assigns First Time 'B1' CFR
------------------------------------------------------
Moody's Investors Service has assigned a first-time B1 corporate
family rating and a B1-PD probability of default rating to
Primafrio Iberica Group, S.L. (Primafrio or the company), a
Spain-based specialty cold chain transportation and logistics
company with a focus on refrigerated food transportation. The
outlook on Primafrio is stable.

RATINGS RATIONALE

The assigned B1 CFR recognises the company's (1) leading market
position in providing refrigerated road transport of fruit and
vegetables (F&V) within and out of Spain, the largest F&V exporting
market in Europe; (2) above average profitability in the peer group
of rated logistics companies, even in the current high inflationary
environment that enables good cash flow generation; (3) track
record of increasing its revenue and efficiency while maintaining
cost discipline; (4) dedicated management team that continues to
develop and introduce revenue and profitability enhancing
initiatives such as groupage service, transport of high-value goods
and partnerships in France and Germany, giving it access to a wide
network of logistics assets to complement its own infrastructure;
and (5) the expectation of continued positive free cash flow (FCF)
generation, which should support a gradual improvement of
Primafrio's liquidity profile.    

Conversely, the CFR is primarily constrained by (1) the company's
small size in a broader peer group of rated transportation
companies, with high geographic revenue concentration to the
domestic Spanish market; (2) a significant customer concentration,
with its largest customer generating almost 40% of the company's
revenue and the 10 largest customers generating almost 60% of
revenue; (3) a leveraged capital structure, reflected in
Moody's-adjusted debt / EBITDA, which the rating agency forecasts
at around 4.6x for 2022; and (4) a low Moody's-adjusted EBIT
coverage of interest for a B1 rating approaching 2.0x in the rating
agency's 12-18 month forward looking view, which positions the
company weakly in the B1 rating category.

Primafrio's liquidity is adequate. As of the end of September 2022,
the company reported around EUR12 million of cash and cash
equivalent. Primafrio has recently cancelled its EUR75 million
revolving credit facility maturing in 2029, replacing it with a
cheaper EUR21 million facility with a shorter tenor of 3 years.
Moody's forecasts that the company will continue generating
positive FCF over the next 12-18 months, albeit with some
intra-year seasonality. There are no meaningful debt maturities
(excluding leases) until 2029 when the EUR525 million secured term
loan falls due.

The PDR of B1-PD, in line with the CFR, reflects Moody's standard
assumption of 50% family recovery.

The stable outlook reflects Moody's expectation that the company
will continue demonstrating good and profitable growth with
positive FCF over the next 12-18 months, even in a weaker
macroeconomic environment. It also assumes that Primafrio will
follow financial policies not leading to Moody's-adjusted
debt/EBITDA sustainably above 5.0x, while maintaining a good
liquidity buffer.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Governance considerations are among the key drivers of this rating
action because they include the agency's expectation that Primafrio
will apply capital allocation not leading to a sustained increase
in leverage. In addition, the company is privately owned without
any independent board representation and a high degree of related
party transactions, which increases its exposure to corporate
governance risks. Like other logistics companies, Primafrio is
exposed to environmental risks because of fuel utilization in the
transportation process. Social risks are not material for the
company's credit quality.

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

Although a positive rating action is rather unlikely over the next
12-18 months, prerequisites for positive ratings pressure include
(1) Moody's-adjusted debt / EBITDA comfortably below 4.0x on a
sustained basis; (2) a sustained high double-digit operating
margin; (3) Moody's-adjusted FFO / debt above 12.5% on a sustained
basis; and (4) a maintenance of good liquidity and positive FCF
generation.

Negative ratings pressure could arise because of (1)
Moody's-adjusted debt / EBITDA sustainably exceeding 5.0x; (2)
Moody's-adjusted operating margin declining toward 10%; (3)
Moody's-adjusted EBIT/Interest coverage ratio sustainably below
2.0x; (4) negative FCF generation for a prolonged period; and (5)
evidence of a more aggressive financial policy and liquidity
management.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Surface
Transportation and Logistics published in December 2021.

COMPANY PROFILE

Founded by Juan Conesa Alcaraz and Jose Esteban Conesa Alcaraz in
2007, Primafrio is a Spain-based specialty cold chain
transportation and logistics company focused on refrigerated food
transport, primarily fruit and vegetables. The company provides
full and less-than-full truckload services for both exporters and
importers of Spanish grown perishables as well as transport of
high-value goods, pharmaceuticals and specialty chemicals and
materials. In July 2022, funds managed by affiliates of Apollo
Global Management acquired 49.99% of the founders' shares. For the
twelve months ending in September 2022 the company reported revenue
of EUR570 million.



===========
S W E D E N
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INTRUM AB: Fitch Give Final 'BB' Rating to EUR450MM Sr. Unsec Bond
------------------------------------------------------------------
Fitch Ratings has assigned Intrum AB (publ)'s EUR450 million 9.25%
fixed-rate senior unsecured bond due March 2028 (ISIN:
XS2566292160) a final long-term rating of 'BB'.

The final rating is in line with the expected rating Fitch assigned
to Intrum's senior unsecured bonds on 7 December 2022 (see 'Fitch
Rates Intrum's Planned Senior Unsecured Bonds 'BB(EXP)'').

As the proceeds of the issue are principally being used to
refinance outstanding senior unsecured bonds maturing in 2024, the
transaction has a broadly neutral impact on Intrum's leverage
ratios while further extending the average maturity of Intrum's
outstanding debt.

KEY RATING DRIVERS

Senior Unsecured Bonds

The rating of the senior unsecured bond is equalised with Intrum's
'BB' Long-Term Issuer Default Rating (IDR), as the bonds represent
unconditional and unsecured obligations of the issuer. It also
reflects Fitch's expectation of average recovery prospects, given
that Intrum's funding is largely unsecured.

Long-Term IDR

Unless noted below, the key rating drivers for Intrum are those
outlined in its Rating Action Commentary published on 2 December
2022 (Fitch Revises Intrum's Outlook to Negative; Affirms at
'BB').

The Negative Outlook principally reflects Fitch's view that
Intrum's leverage (defined by management as net debt/cash EBITDA)
will remain above the stated medium-term target range of 2.5x-3.5x
for longer than previously anticipated.

Intrum's Long-Term IDR reflects its high leverage, a characteristic
of the debt-purchasing sector and also a function of past
acquisition activity. It also reflects Intrum's market-leading
franchise in the European debt-purchasing and credit-management
sector, where the group benefits both from diversification across
25 countries and from its high proportion of fee-based servicing
revenue, which complements its more balance sheet-intensive
investment activities.

RATING SENSITIVITIES

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

IDR

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

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

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

Senior Unsecured Bonds:

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

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

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

IDR

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

Senior Unsecured Bonds:

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

ESG CONSIDERATIONS

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

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

   Entity/Debt        Rating            Prior
   -----------        ------            -----
Intrum AB (publ)

   senior
   unsecured       LT BB  New Rating   BB(EXP)

NOBINA AB: Fitch Lowers LongTerm IDR to 'BB', Outlook Stable
------------------------------------------------------------
Fitch Ratings has downgraded Nordic bus operator Nobina AB's
Long-Term Issuer Default Rating (IDR) to 'BB' from 'BBB-' and
removed it from Rating Watch Negative (RWN). The Outlook is
Stable.

The downgrade reflects the take-over of Nobina AB by Basalt
Infrastructure Partners (Basalt) through its wholly owned
subsidiary OffertoRide BidCo AB (Ride BidCo) for which Fitch views
Ride BidCo's debt as Nobina's. This adds SEK 3.35 billion long-term
debt and leads to substantially weaker credit metrics.

Nobina's rating and Stable Outlook are supported by its leading
market position in the Nordic public transport sector's bus
segment, with favourable market dynamics and operations under
long-term contracts with limited market risk that give it stable
and predictable cash flow generation.

KEY RATING DRIVERS

Nobina's Acquisition by Basalt: The acquisition of Nobina by Basalt
via Ride BidCo in February 2022 was funded by a combination of
equity and subordinated term loans of SEK 2.94 billion raised by
Ride BidCo. Nobina subsequently repaid its outstanding bonds using
a backstop loan facility and the original acquisition debt was
recently refinanced by Ride BidCo with new long-term debt.

Additional BidCo Debt: Nobina is not ring-fenced from the
additional debt at Ride BidCo and Fitch expects Nobina to service
debt at Ride BidCo. As per its Parent Subsidiary Linkage criteria,
Fitch views the legal ring fencing as well as access and control
between Ride BidCo and Nobina as 'open', resulting in consolidated
credit profile analytical approach. Fitch therefore consolidates
the additional SEK 3.35 billion long-term Ride BidCo debt as
Nobina's.

Downgrade Reflects Higher Leverage: The additional debt at Ride
BidCo combined with new bus financing at Nobina has led to forecast
funds from operations (FFO) adjusted net leverage of 5.0x, up from
about 2.0x. This is well above the previous negative rating
sensitivity of 4.0x and in line with the 'BB' rating level. Fitch
also forecasts leverage to rise further in 2024 as Nobina invests
in new buses to meet forthcoming tenders.

Continued Strong Performance: Nobina performed above its
expectations in financial year to end-February 2022 (FY22)
benefitting from profitable Covid-19 related business in Sweden
through its Nobina Care business as well as due to new acquisitions
and organic growth. This led to substantially higher margins and
free cash flow compared to expectations. Fitch expects margins to
stabilise at pre-pandemic levels in 2023 as the testing business
ceased.

Extensive Contract Migration Expected: Due to the pandemic, some
large contracts were extended until 2023. Also, Nobina is looking
to renew some existing contracts as well as to tender for new ones
in 2023 and 2024. Fitch expects to see some contract migration (the
difference between completed and started contracts), which can put
some pressure on profit margins in short to medium term as a large
number of new buses are expected to be purchased as a result. The
purchase of buses can be financed through leases or loans.

Leading Nordic Bus Company: Nobina has a leading position in the
bus segment of the Nordic public transport market with a 20% share.
The company benefits from scale by operating almost 4,000 buses,
and from local expertise as the only company with operations in
four Nordic countries. However, Nobina is exposed to competition
during the tender process for public transport contracts, which
affects both its ability to win contracts and the attractiveness of
their terms.

Production Contracts Bring Stability: Around 75% of Nobina's
revenue is generated from production contracts with little revenue
risk. It is higher than UK peers' and has resulted in a more stable
performance for Nobina.

DERIVATION SUMMARY

Nobina´s revenue visibility is stronger than that of UK land
transport companies rated by Fitch, including National Express
Group Plc (BBB/Stable), FirstGroup plc (BBB-/Stable) and The
Go-Ahead Group Plc (BBB-/RWN) due to a larger share of contracted
revenue and a more favourable market environment, leading to more
predictable cash flow generation. This is mitigated by its smaller
size and weaker diversification compared with National Express and
a much higher leverage post its recent acquisition.

KEY ASSUMPTIONS

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

- Revenue to drop by 15% in 2023 following the cessation of Covid
testing services provided by its Nobina Care unit. Average revenue
growth of around 4% from 2024 through 2026

- Slight reduction in profitability in 2023 and 2024 due to a
significant contract migration before recovering by 2025

- Capex around 18% and 30% of revenue in 2023 and 2024 respectively
due to contract migration. Average of 14% in 2025-2026

- Dividends payments of SEK 100 million over 2023-2026

RATING SENSITIVITIES

Factors That Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade:

- Successful management of contract migration and growth while
maintaining a strong financial profile with FFO adjusted net
leverage and EBITDAR net leverage below 4.7x on a sustained basis

- FFO fixed charge cover consistently above 3.0x

- Ringfencing from acquisition debt at Ride BidCo

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade:

- Declining revenue through a consistent loss of contracts not
offset by new wins and/or sustained underperformance on costs,
leading to FFO adjusted net leverage and EBITDAR net leverage above
5.5x on a sustained basis

- FFO fixed charge cover consistently below 2.5x

- Significant rise in capex and/or M&A leading to material
deterioration of credit metrics on a sustained basis

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: As of end-February 2022, Nobina´s cash
position of SEK 1.5 billion along with the available credit line of
SEK 300 million were sufficient to cover its short-term maturities
of around SEK 1.2 billion. Although the company's debt repayment
schedule is well balanced and is mostly due to amortisation of
finance leases, the on-going contract migration would require large
capex, leading to negative FCF during FY23-FY26.

ISSUER PROFILE

Nobina is a leading bus company in the Nordic region. Its
operations include long term contracts mainly with public transport
authorities in four countries (Sweden, Denmark, Norway and
Finland). The company operates about 4,000 buses with about 1
million passengers every day. Nobina was acquired by Basalt, a UK
based independent investor focused on specialised investments in
infrastructure and Nobina was subsequently delisted from Nasdaq
Stockholm in February 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.

   Entity/Debt           Rating          Prior
   -----------           ------          -----
Nobina AB         LT IDR BB  Downgrade    BBB-



=====================
S W I T Z E R L A N D
=====================

CLARIANT AG: Moody's Affirms Ba1 CFR & Alters Outlook to Positive
-----------------------------------------------------------------
Moody's Investors Service has changed the outlook to positive from
stable on all ratings of Clariant AG. At the same time, Moody's has
affirmed the Ba1 corporate family rating, the Ba1-PD probability of
default rating and the Ba1 rating for the CHF Senior Unsecured
Swiss Bonds due 2024.

"The positive outlook reflects the successful execution of a
comprehensive restructuring undertaken to realign the company's
portfolio and which positions Clariant as a high-margin specialty
chemical company. It also reflects substantial debt reduction after
Clariant sold its pigments business in early 2022 and management's
publicly stated commitment to generating meaningful free cash
flow," stated Fiona Knox, Vice President- Senior Analyst at Moody's
and Lead Analyst for Clariant AG. "If Clariant, under the
supervision of the newly formed executive committee can demonstrate
a track record for strong governance and generate predictable free
cash flow while maintaining a commitment to moderate leverage,
Moody's could upgrade its ratings."

RATINGS RATIONALE

The affirmation of Clariant's CFR reflects the improvement in the
company's credit profile over the past twelve months, including
Moody's adjusted gross debt/EBITDA to 2.4x in the last twelve
months to June 30, 2022 from 3.4x at the end of 2021.

This follows a decade of significant acquisitions and disposals
undertaken to position the company as an international specialty
chemical manufacturer with the potential to achieve solid growth
opportunities, resilient margins, and free cash flow generation.

In 2022, Clariant repaid around CHF400 million of debt. The
reduction in leverage occurred following the sale of the pigments
business, the proceeds of which were applied to strengthening the
balance sheet.

Over the past decade, Clariant has realigned the company's
portfolio and improved the underlying quality of the earnings. The
Care Chemicals business unit comprised 36% of the company's revenue
in the last quarter and achieved margins of 22%. Moody's expects
the operating profitability in the consumer segment of the Care
Chemicals business unit, which represents around two-thirds of the
unit's revenues to remain fairly resilient despite the weak
macroeconomic outlook for 2023. The Catalysis business unit, which
comprised 23% of revenue in the comparable period underperformed
with respect to operating margins in the first three quarters of
2022 as pricing mechanisms did not allow for optimal pass-through
of inflationary input costs during the year combined with the
earnings drag from the Sunliquid(R) plant in Podari, Romania.
Moody's expects Catalysis' margins to improve in the last quarter
of 2022 and through 2023 as existing fixed-price sales contracts
mature and are replaced with formula-driven contracts. The
Absorbents and Additives business unit which comprised 41% of the
company's revenue in the comparable period achieved 20% margins.
Despite softening in demand during the second half of 2022 and
through 2023, Moody anticipates the unit will display a degree of
margin resilience during 2023, characteristic of a specialty
chemical company.

Overall, Clariant estimates around 40% of revenues across the three
business units to be non-cyclical.

For the last twelve months to June 2022, Clariant's Moody's
adjusted gross debt/EBITDA was 2.4x and RCF/Net Debt of 21.2%.
Moody's would like to see the company sustain the current capital
structure through the cycle, the newly formed executive steering
committee demonstrates a track record of strong governance and
management's stated commitment to prudent financial policies. These
factors will place upward pressure on the ratings.

The positive outlook reflects Moody's expectations that Clariant
will continue to invest to achieve organic growth, pursue bolt-on
acquisitions and joint ventures and maintain a consistent dividend
payout within the company's guidance for 49% of reported net
income. Moody's expects leverage to remain below 3.0x which
precludes any further extraordinary returns to shareholders and
large debt-funded acquisitions.

RATING OUTLOOK

The positive rating outlook is driven by Moody's view that
Clariant's portfolio restructuring is substantially complete and
positions the company as an international specialty chemical
company underpinning resilient margins and with the potential to
sustain solid free cash flow generation. Proceeds from the sale of
the pigments business were applied to debt reduction, improving
financial metrics and enabling the company to maintain financial
flexibility in light of the weak macroeconomic outlook for 2023.

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

Positive pressure on the rating could develop over the next 18
months if (i) Clariant maintains a commitment to prudent financial
policies including financial metrics which position Clariant within
the range for an investment grade rating, namely Moody's adjusted
gross debt/EBITDA less than 3.0x, RCF/Net Debt around the mid-'20s
and the generation of positive free cash flow and (ii) a track
record of heightened governance standards established by the new
executive steering committee.

Downward pressure on the rating would emerge if Clariant increases
leverage significantly, with Moody's-adjusted gross debt/EBITDA
above 4x and RCF/Net Debt below 20% on a sustained basis.

LIST OF AFFECTED RATINGS

Affirmations:

Issuer: Clariant AG

Probability of Default Rating, Affirmed Ba1-PD

LT Corporate Family Rating, Affirmed Ba1

Senior Unsecured Regular Bond/Debenture, Affirmed Ba1

Outlook Actions:

Issuer: Clariant AG

Outlook, Changed To Positive From Stable

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in Muttenz, Switzerland Clariant is a leading
international specialty chemical group with three core business
units: Care Chemicals, Catalysis, and Absorbents and Additives.
Clariant's products are used in a wide range of applications both
for the consumer and industrial market segments across automotive,
aviation, construction, agriculture, paints and coatings, oil and
mining, manufacturing, and personal care.  Clariant expects to
achieve revenues of around CHF5.1 billion in 2022.



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

ADVANZ PHARMA: Fitch Affirms LongTerm IDR at 'B', Outlook Stable
----------------------------------------------------------------
Fitch Ratings has affirmed ADVANZ PHARMA HoldCo Limited's (formerly
known as Cidron Aida Bidco Limited) Long-Term Issuer Default Rating
(IDR) at 'B' with Stable Outlook. Fitch has also affirmed ADVANZ
PHARMA'S senior secured instrument ratings at 'B+' with a Recovery
Rating of 'RR3'.

The 'B' IDR of ADVANZ PHARMA remains constrained by scale,
leverage, and execution risks in implementing its strategy as an
asset-light multi-national pharmaceutical company focused on niche
and specialist off-patent branded and generic drugs.

The rating also reflects its refocused strategy on both new generic
drug development and the life-cycle management of existing
off-patent drugs, with an increased focus on specialist
distribution to hospitals in Europe. It further factors in ADVANZ
PHARMA's growing diversification across drugs, treatment areas and
geographies, strong profitability, and healthy cash generation.

The Stable Outlook reflects Fitch's expectation of continued strong
free cash flow (FCF) generation with available funds to be
reinvested in the business to accelerate growth.

KEY RATING DRIVERS

Performance in Line with Expectations: The group's 2022 performance
is broadly in line with its expectations, with sales growing in
double digits and EBITDA margin at about 41%, driven by successful
launch of pipeline products and recent acquisitions. Fitch expects
ADVANZ PHARMA will continue to demonstrate its ability to implement
its ambitious 'buy-and-build' strategy with moderate execution
risks, and improve the performance of the US legacy portfolio with
active life-cycle management.

Strategic Refocus Drives Growth: Fitch expects ADVANZ PHARMA's
organic growth to be driven by its refocused strategy to actively
develop and market targeted specialist generic drugs. This should
offset the expected moderate, but steady, decline of its
established off-patent drug portfolio, subject to active life-cycle
management. The focus on bringing value-added generic drugs to
market through co-development, in-licencing and distribution
agreements is a distinct feature of its refocused strategy. This
differentiates it from some European leveraged-finance asset-light
peers, resulting in greater organic growth potential, but also more
investments in the pipeline and associated innovation risks.

Moderately High Financial Leverage: Fitch assumes prioritisation of
investments in growing the business, funded by FCF and debt, over
deleveraging. Its recent acquisition of Intercept Pharmaceuticals'
non-US assets funded by equity has improved its financial
flexibility, accelerating deleveraging. Although M&A activity may
slow in early 2023 due to market conditions, Fitch continues to
assume the increased financial flexibility would be utilised for
additional in-licensing and product acquisitions to generate scale
benefits from its enlarged commercialisation platform. Its rating
case projects EBITDA leverage to trend below 5.0x in 2023, driven
by organic growth and new self-funded acquisitions.

Satisfactory Cash Generation: ADVANZ PHARMA's moderately high
financial leverage is supported by strong, albeit gradually
eroding, profitability, with EBITDA margins under its rating case
trending towards 39% (from currently about 41%). This is predicated
on expected cost increases, investments in its pipeline and
marketing infrastructure to support projected revenue growth.
Nevertheless, its asset-light manufacturing set-up supports strong
cash generation, with FCF margins likely to remain above 15%.

Growth Opportunities in Generic Markets: Structural volume growth
in generic drug markets is driven by an ageing population, higher
prevalence of chronic diseases and an increasing number of drugs
losing patent protection. Large innovative pharmaceutical companies
are increasingly optimising their life cycle and tail-end drug
management by divesting smaller off-patent drugs to refocus
resources and obtain proceeds to re-invest in the business. This
offers smaller groups, such as ADVANZ PHARMA, significant inorganic
growth opportunities. However, Fitch expects generic drug pricing
to remain under pressure, spurring investments in scale,
diversification, low-cost manufacturing and more specialist
products to protect growth and profitability.

High Regulation/Litigation/Conduct Risks: Fitch assumes continued
regulatory pressure on pharmaceutical groups as focus on the value
of new treatments to healthcare systems increases, particularly in
a period of governments' fiscal consolidation post-pandemic.
Therefore, Fitch views event risk around regulation, litigation and
conduct, particularly in generic drugs, as high and deem the
ongoing Competition and Markets Authority investigation into
possible past competition infringements an event risk faced by
ADVANZ PHARMA (Fitch includes legal costs in its rating case, but
not fines or other related payouts).

DERIVATION SUMMARY

Fitch rates ADVANZ PHARMA and conducts peer analysis using its
Global Navigator Framework for Pharmaceutical Companies. Fitch
considers its 'B' rating against other asset-light scalable
specialist pharmaceutical companies focused on off-patent branded
and generic drugs such as CHEPLAPHARM Arzneimittel GmbH
(B+/Stable), Pharmanovia Bidco Limited (B+/Stable) as well as the
European generic drug manufacturer Nidda Bondco GmbH (Stada,
B/Negative).

ADVANZ PHARMA's business model focuses not only on life-cycle and
intellectual property management of off-patent branded and generic
drugs, as is the case for CHEPLAPHARM and Pharmanovia, but it is
also involved in bringing new niche, specialist and value-added
generics to market though co-development, in-licencing, and
distribution agreements. Therefore, in contrast to these two
peers', ADVANZ PHARMA's future growth will be driven by both
organic growth opportunities related to the company's pipeline and
inorganic growth through acquisition of niche off-patent branded
and generic drugs.

ADVANZ PHARMA has a structurally lower margin than CHEPLAPHARM and
Pharmanovia, which is however still strong for the rating category.
This is partly driven by its decision to develop a sales channel in
certain therapeutic areas targeting European hospitals, which in
turn calls for higher in-house marketing and distribution
expenses.

Compared with STADA, ADVANZ PHARMA has a weaker business risk
profile due to significantly smaller size and scale, which is
however compensated by a less aggressive financial policy.

KEY ASSUMPTIONS

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

- Revenue to reach over GBP700 million in 2025, driven by organic
revenue growth and acquisitions

- Fitch-defined EBITDA margin to gradually moderate to around 39%
in 2025

- Capex at 2%-2.5% of sales a year to 2025

- Moderate working-capital outflow at 2% of sales a year to 2025

- Annual acquisitions of GBP150 million-GBP200 million a year to
2025

- No dividends and large debt-funded acquisitions to 2025

Key Recovery Rating Assumptions

The recovery analysis is based on a going-concern (GC) approach.
This reflects the company's asset-light business model supporting
higher realisable values in financial distress compared with
balance-sheet liquidation. Distress could arise primarily from
material revenue-and-margin contraction, following volume losses
and price pressure, given its exposure to generic competition. For
the GC enterprise value (EV) calculation, Fitch estimates a
post-restructuring EBITDA of about GBP180 million.

This post-restructuring GC EBITDA reflects organic earnings
post-distress and implementation of possible corrective measures.
The updated GC EBITDA also considers annualised contributions from
acquisitions closed in 2022.

Fitch continues to apply a 5.5x distressed EV/EBITDA multiple,
which would appropriately reflect the company's minimum valuation
multiple before considering value added through portfolio and brand
management.

After deducting 10% for administrative claims, and assuming the
committed revolving credit facility (RCF) of EUR170million will be
fully drawn prior to distress, its principal waterfall analysis
generated a ranked recovery in the 'RR3'/67% band for all senior
secured instruments, ranking equally among themselves. The improved
recovery of 67%, versus 56% previously, reflects a positive impact
of recent mostly equity-funded acquisitions and product launch in
2022.

RATING SENSITIVITIES

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

- Successful implementation of the organic growth strategy,
complemented by selective and carefully executed acquisitions
leading to:

- EBITDA margin sustained above 40% as well as continued strong
cash generation with FCF margins comfortably in double digits

- EBITDA leverage at or below 4.5x and FFO leverage at or below
5.5x on a sustained basis

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

- Unsuccessful implementation of the organic growth strategy or
acquisitions that lead to:

- A sustained decline in EBITDA margins, translating into weakening
cash generation, with FCF margins declining towards low single
digits or zero

- EBITDA leverage above 6.0x and FFO leverage above 7.0x on a
sustained basis

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Fitch views ADVANZ PHARMA's liquidity as
adequate, based on its projected readily available cash position of
around GBP200 million at end-2022, further supported by almost full
availability under its EUR170 million RCF maturing in September
2027. ADVANZ PHARMA's capital structure benefits from long-dated
maturities, with no debt repayment until March 2028.

ISSUER PROFILE

ADVANZ PHARMA is a pharmaceutical company with focus on specialty
and hospital medicines distributed in Europe and Canada.

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
   -----------             ------        --------   -----
Cidron Aida Finco
S.a.r.l.

   senior secured   LT     B+ Affirmed      RR3       B+

ADVANZ PHARMA
HoldCo Limited      LT IDR B  Affirmed                B

BOPARAN HOLDINGS: Fitch Corrects Nov. 21 Ratings Release
--------------------------------------------------------
Fitch issued a correction of a rating action commentary published
on 21 November 2022. It corrects Fitch's estimates of the company's
leverage metrics in FY23-25.

Fitch Ratings has affirmed Boparan Holdings Limited's Long-Term
Issuer Default Rating (IDR) at 'B-' with a Negative Outlook. Fitch
has also downgraded Boparan Finance plc's GBP525 million senior
secured notes due in 2025 to 'B-' with a Recovery Rating of 'RR4'
from 'B' with a Recovery Rating of 'RR3'.

The Negative Outlook reflects its expectations of delayed
deleveraging and profitability recovery in FY23-FY24 (financial
year ending July), after the company suffered a material decline in
profitability in FY21. Boparan has demonstrated partial recovery in
FY22, but Fitch believes execution risks remain high in light of
continued costs pressure from energy, distribution and labour costs
in 2023. Moreover, its leverage metrics remain high for the rating
(considering Fitch's new adjustment for factoring).

The Negative Outlook also reflects high refinancing risks and high
reliance on capital market conditions at the time of refinancing
even though there are no meaningful debt maturities until 2025.
Therefore, greater visibility on EBITDA margin remaining above 4%
on a sustained basis and stabilisation of free cash flow (FCF)
generation could support a revision of the Outlook to Stable.

KEY RATING DRIVERS

Moderate Profitability Recovery: Fitch projects Boparan's EBITDA
margin in its core poultry segment will recover towards above 4% in
FY23 (FY22: 3%), mainly due to continued pass through of
feed-and-production cost inflation to customers, as demonstrated in
2HFY22. Fitch still sees risks that profits remain under pressure
from energy, distribution, packaging and labour cost inflation,
which might not be fully covered by further price increases. Fitch
assumes that profitability in the meals and bakery business will
remain under pressure in FY23, resulting in a consolidated EBITDA
margin (Fitch-adjusted) recovery toward 4.1% in FY23, not a
material improvement from its previous rating case.

Heightened Leverage: Its estimates of projected recovery in
Boparan's profitability translate into an only moderate reduction
in leverage metrics in FY23, with funds from operations (FFO) gross
leverage reducing to 7.7x (FY22: 9.2x), still materially above its
negative sensitivity of 7.0x for the rating. The leverage metrics
are also affected by Fitch's debt adjustments for factoring used
(FY22: GBP60 million), following the company's disclosure of this
information. The adjustment's impact on FFO leverage of
approximately 1x in FY22, and 0.6x-0.8x in FY23-25, has added to
the anticipated delay in deleveraging in FY23.

Fitch continues to believe Boparan has the ability to deleverage to
below 7x from FY24 if there is a sustained EBITDA margin recovery
toward 4.5%. However, this remains subject to the company's ability
to withstand continued external pressures on profitability.

Execution Risks Remain High: Boparan's operating margins remain
vulnerable to external pressures. The group has achieved some cost
savings in FY21-22, which should translate into a more resilient
operating margin in its core poultry segment, helped by the
increased number of contracts with automatic feed price ratchet
mechanisms to pass through feed costs inflation to customers in the
UK (now over 90% of contracts). Further margin growth is subject to
the company's ability to manage energy and wages costs growth (not
part of the ratchet mechanism) in FY23-24. These aspects constrain
the rating at 'B-' and are reflected in the Negative Outlook.

Negative FCF in Near Term: Fitch expects negative FCF of up to
GBP26 million in FY23, due to still low operating profits, assumed
accelerated capex after tightened spending in FY21-FY22 and high
pension contribution costs. Fitch projects FCF will turn mildly
positive from FY24, due to its expectations of enhanced
profitability, pension outflow normalisation and capex moderating.
Conversely, a structurally low profit margin, dilution in
profitability recovery and persistently negative FCF could prevent
deleveraging towards levels that are consistent with the 'B-' IDR.

Leading UK Poultry Producer: Boparan has a leading position in the
UK, covering nearly one-third of the country's poultry market. The
market position is supported by Boparan's large-scale operations
and established relationships with key customers, including grocery
chains, the food-service channel and packaged-food producers. It
also benefits from an integrated supply chain via its joint venture
with PD Hook, the UK's largest supplier of broiler chicks, which
adds to the stability of livestock supply and ensures sufficient
processing capacity utilisation.

Limited Diversification: The protein business accounts for nearly
80% of Boparan's revenue, with poultry the core animal protein
processed, while ready chilled meals and bakery categories
represent the remainder. Additionally, Boparan is exposed to key
customer concentration risk, both in poultry and ready meals in the
UK, particularly with sales to Marks and Spencer Group plc.
Geographical diversification benefits from operations in the EU, as
the company is the second-largest poultry producer in the
Netherlands and among the top five in Poland, the largest
poultry-producing country in the EU.

Favourable Market Fundamentals: Boparan operates in food categories
with sound fundamental growth prospects. Fitch assumes resilient
low-to-mid single-digit growth in poultry consumption, which is the
fastest-growing protein globally, due to its low cost versus other
proteins, as well as consumer perception that it represents a
healthier option than beef and pork. The company's large exposure
to discount retailers should support resilience of its sales
volumes during weakened economic environment, as expected during
FY23.

DERIVATION SUMMARY

Boparan's credit profile is constrained by high leverage and a
modest size, with EBITDA below USD200 million, the median for the
'B' rating category in Fitch's Rating Navigator for protein
companies, as well as by its regional focus on the UK, with only
moderate diversification in the EU.

In addition, Boparan has lower profitability than the majority of
peers, such as Minerva SA (BB/Stable) and Pilgrim's Pride
Corporation (BBB-/Stable), which Fitch believes due to limited
vertical integration and some operating inefficiencies that Boparan
is addressing. Fitch expects pricing pass-through and rollout in
automatisation plan result in improved profitability, more in line
with the median for 'B' category companies over the next three
years.

No Country Ceiling, parent-subsidiary linkage or operating
environment aspects apply to Boparan's ratings.

KEY ASSUMPTIONS

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

- Revenue growth of 4.7% in 2023 driven by the poultry segment,
gradually slowing towards 1.6% increase in 2026

- EBITDA margin at 4.1% in FY23 gradually recovering to 4.8% in
FY26

- Capex at GBP56 million in FY22 before moderating to around GBP50
million in FY24-FY26

- No M&A or dividend payments over FY22-FY24

- Cash pension contribution of GBP36 million in FY23, before
normalising at around GBP25 million from FY24, reflected above FFO

Key Recovery Rating Assumptions:

The recovery analysis assumes that Boparan would be reorganised as
a going concern (GC) in bankruptcy rather than liquidated. Fitch
has assumed a 10% administrative claim.

Boparan's GC EBITDA is based on FY22 EBITDA of GBP83 million,
increased by 14% to reach GBP95 million to reflect its view of a
sustainable, post-reorganisation EBITDA, upon which Fitch bases the
enterprise valuation (EV).

An EV/EBITDA multiple of 4.5x is used to calculate a
post-reorganisation valuation and reflects a mid-cycle multiple
consistent with other protein business peers, particularly in
market share and brand.

After deducting 10% for administrative claims, its principal
waterfall analysis generated a ranked recovery in the 'RR4' band
for the GBP525 million senior secured notes, ranking after a GBP80
million of committed revolving credit facility (RCF) in addition to
the add-on GBP10 million term loan B ranking pari-passu, which
Fitch assumes would be fully drawn in the event of distress.

This indicates a 'B-'/'RR4' instrument rating for the senior
secured debt with an output percentage based on current metrics and
assumptions of 48%. The reduction of the recovery rate from its
previous estimate of 'RR3'/56% is mainly driven by application of a
new factoring adjustment of GBP60 million (the factoring
utilisation as of end-FY22), discounted by 25%, following
disclosure of this information.

RATING SENSITIVITIES

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

- Positive momentum from the operational turnaround, resulting in
sustained EBITDA margin improvement above 5% and positive FCF

- FFO gross leverage below 6.0x or EBITDA leverage below 4.5x on a
sustained basis

- EBITDA interest coverage above 2.5x

- Sufficient liquidity to cover all operational needs (working
capital and capex) with limited intra-year drawings under the RCF

Factors that could, individually or collectively, lead to revising
the Outlook to Stable:

- Visibility of EBITDA margin remaining sustainably above 4% over
the next 12-18 months

- Neutral to positive FCF generation supporting reduced risks of
additional capital requirement and lower liquidity risks

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

- Continued operational under-performance leading to EBITDA margin
below 3.5% with negative FCF eroding liquidity

- FFO gross leverage remaining above 7x or EBITDA Leverage above
5.5x on a sustained basis

- EBITDA interest coverage below 2.0x

LIQUIDITY AND DEBT STRUCTURE

Limited Liquidity: Fitch forecasts that by end-FY23 Boparan will
have GBP16 million cash on its balance sheet, after adjusting for
GBP15 million required for operating purposes. The liquidity is
supported by GBP80 million availability under Boparan's RCF, but
remains constrained by weak FCF generation over the rating horizon
following material pension contribution outflows, some working
capital cash absorption and increasing capex.

ISSUER PROFILE

Boparan is the UK leading poultry meat producer, providing around
one-third of all poultry products eaten in the UK. In addition, the
group is the second-largest poultry processor in the fragmented
Continental European market, with facilities in Holland and Poland.
Boparan also supplies ready meals and bakery products (buns and
rolls) to major UK food retailers.

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   
   -----------             ------         --------   
Boparan Holdings
Limited              LT IDR B-  Affirmed

Boparan Finance
plc

   senior secured    LT     B-  Downgrade    RR4

CULTURA GROUP: Goes Into Administration
---------------------------------------
Nina Mason at ProLandscaper reports that landscaping and grounds
maintenance contractor Cultura Group has gone into administration.

Two years ago, the company underwent a rebrand from ESL Landscape
Contractors to Cultura, ProLandscaper recounts.  It has been
providing commercial landscape and private residential work to the
private and public sector for three decades, with services such as
hard and soft landscaping, arboriculture and grounds maintenance.

According to ProLandscaper, a statement on its website says:
"Andrew Andronikou and Brian Burke of Quantuma Advisory Limited,
High Holborn House, 52-54 High Holborn, London, WC1V 6RL were
appointed Joint Administrators of both Cultura Group Limited & East
Sussex Landscapes Limited ("the Companies") on December 13, 2022.

"The affairs, business and property of the Companies are managed by
the Joint Administrators, who act as agents of the Companies and
without personal liability."


FARFETCH LTD: S&P Assigns 'B-' Long-Term Issuer Credit Rating
-------------------------------------------------------------
S&P Global Ratings assigned its 'B-' long-term issuer credit rating
to Farfetch Ltd. S&P also assigned its 'B-' issue rating and '3'
recovery rating to the company's senior secured term loan B (TLB).
The recovery rating reflects its estimate of about 55% recovery in
the event of a payment default.

The negative outlook reflects the risk of a potential downgrade if
the group is not able to maintain adequate liquidity as a result,
for example, of adverse working capital swings, or if it stalls on
its path to profitability and positive cash generation because of
macroeconomic pressures or execution risks of its ambitious
strategic initiatives.

Farfetch operates in the luxury fashion industry, characterized by
its general resilience to the economic cycle and rapid recovery to
pre-pandemic levels, and where online penetration has doubled
during the pandemic to 20% and is expected at 30% by 2025.

Farfetch, one of the largest global online platforms in the luxury
fashion segment, has been expanding its revenue above the industry
rate over the last decade, with compound annual growth rate of
about 60% between 2015-2021. S&P said, "We anticipate that over the
next two to three years, the group's organic growth will largely
follow growth expectations for the industry, albeit muted by
extensive short-term macroeconomic pressures, pandemic-related
restrictions in China, and implications of the group's exit from
the Russian market. In our opinion, Farfetch will likely further
strengthen its competitive standing with key partnerships, such as
the recent conditional agreement with Richemont (subject to
regulatory approval). The group is well positioned to benefit from
the structural shifts in the industry toward online channels,
sustainability (including the fast-growing pre-owned offering),
purchasing habits of the younger customer cohorts (where
Millennials and Gen Z are expected to account for 70% of the market
by 2025, versus 40% currently), and from its global footprint
capitalizing on luxury fashion spending gaining faster momentum in
China and in the U.S. We forecast revenue growth of approximately
20% compound annual growth rate over our forecast period
(2021-2026)."

Farfetch benefits from a well-diversified portfolio of fashion
brands and from its track record of retaining and expanding
partnerships and longstanding relationships. The group has been
successful in onboarding and retaining new brands, boutiques, and
multi-brand retailers on its platform and entering into strategic
partnerships, among which the recent examples include Reebok,
Salvatore Ferragamo, and Neiman Marcus Group. It includes more than
600 brand partners and 800 retailers via the Farfetch Marketplace
and is focused on expanding its Farfetch Platform Solutions (FPS)
outreach.

Nevertheless, Farfetch is still a small player in the overall
luxury fashion industry. With about $2 billion revenue in 2021 and
over $4 billion annual GMV, the group captures less than 1% of the
global luxury fashion market (6% of the online segment) and is
highly reliant on the appetite of brands and retailers to
collaborate. In S&P's opinion, the group is exposed to potential
competition from new entrants into the digital space or the brands
increasingly relying on their own direct-to-customer channels.

Farfetch has entered into a strategic agreement with Richemont for
the potential acquisition of 47.5% of Yoox Net-A-Porter as well as
the addition of Richemont Maisons as a partner into the Farfetch
Marketplace and adoption of FPS. Subject to receiving regulatory
approvals and the satisfaction of other deal-specific conditions,
the agreement will allow Farfetch to enhance its presence in the
fashion digital space, as well as grow its top line from 2024
thanks to the e-concessions on the marketplace and FPS. S&P said,
"In our opinion, it could solidify the competitiveness of the group
and highlights the support of one of the largest players in the
luxury industry, as well as the group expanding its investor base.
We think that the group's path to growth and profitability is
highly reliant on the successful implementation of the different
revenue streams following the closing of the deal with Richemont
Maisons. We consider the group's future performance dependent on
successful execution of this strategic agreement."

While the group's geographic diversity supports its ability to
continuously expand its operations by shifting focus to higher
growth markets, S&P thinks that there is still substantial reliance
on the Chinese market for continued growth. China has been gaining
prominence for several years, and is the largest market in the
luxury fashion industry, thanks to a growing middle-to-high income
class with higher disposable income. Farfetch currently has a joint
venture with Alibaba and Richemont (where Alibaba and Richemont
currently hold, in aggregate, 25% ownership of Farfetch China and
could potentially increase to 49% if certain targets are met).
Nevertheless, the slowdown of the Chinese economy as a result of
the COVID-19 restrictions has constrained Farfetch's growth
prospects in the current year and is expected to continue into
2023, and, together with Farfetch's exit from Russia, has also
caused a temporary overstocking issue for the group's first-party
business in 2022, which is taking longer to clear than previously
anticipated.

High technology investment and recently elevated volatility in the
trading environment caused by geopolitical and macroeconomic
factors delay the group's S&P Global Ratings-adjusted profitability
turning positive. The group's focus on rapid platform and revenue
growth has led to negative management-adjusted EBITDA since its
inception, which only reached a reported break-even level in 2021,
on a management-adjusted EBITDA basis. S&P said, "Under our
methodology we consider the capitalized development costs
attributed to FPS projects as operating expense, resulting in S&P
Global Ratings-adjusted EBITDA of negative $29 million in 2021 and
negative $120 million-$150 million forecast for 2022. We understand
that the group is shifting its strategic focus over the next three
to five years to raising the efficiency of its operations and
profitability from its aggressive pursuit of top-line growth, and
we expect break-even S&P Global Ratings-adjusted EBITDA in 2024 and
positive thereafter, following a challenged 2022 and 2023
exacerbated by escalating inflationary pressures."

S&P said, "We anticipate Farfetch will continue to incur sizable
negative FOCF after leases, and we expect substantial cash balances
of approximately $800 million to support the group's liquidity
needs in the next 12-24 months; a cornerstone of the current
rating. Limited FOCF as a result of low profitability, working
capital disruption over the last 12 months, and high capital
expenditure (capex) required to fund strategic growth projects are
expected to lead to sizable annual cash burn over the next three
years, albeit by a diminishing amount each year. We expect the
group to benefit as well from a positive working capital cycle
after 2023, once the inventory backlog has cleared, the receivables
collection process is further streamlined, and the group's
operating processes are fully aligned with the profitable growth
strategy. We consider the cash reserves following the debt issuance
sufficient for the group to fund its liquidity needs over the next
12-24 months (unless further adverse external factors hinder the
growth path or working capital management) and to sustain its
capital structure, while the elevated adjusted leverage is likely
to persist until 2025-2026.

"The group's liquidity is reliant on a number of cash saving
initiatives with significant execution risk. Farfetch's liquidity
is highly reliant on its initiatives to enhance cash generation
over the next 12-24 months. We acknowledge the group's effort to
continue stock clearance and reduce the working capital swings
moving forward, as well as increasing efforts toward receivables
collection, in particular the VAT refunds after Brexit. We
anticipate the group will be able to potentially set up additional
sources of funding using its existing current asset base as well as
reducing discretionary capex. We view these initiatives as a
mitigant in case of any unexpected additional short-term liquidity
requirements. However, we recognize there is a level of execution
risk tied to these that could hinder the group's efforts to
maintain adequate liquidity headroom and advance toward break-even
FOCF after leases."

Founder and CEO of the group, Jose Neves, has significant influence
over important corporate matters. Jose Neves founded the company in
2007 and has held the position of CEO since then. He is currently a
board member, chairman of the board, and CEO of the Farfetch group.
As of Dec. 31, 2021, Mr. Neves holds more than 70% of the voting
power through an aggregate holding of Class A shares and 100%
ownership of the Class B shares. While instrumental in the growth
and success of the company, S&P assesses the concentration of
responsibilities and the dependency of the group on Jose Neves as
key risks for the group's operations.

The negative outlook reflects the risk of a potential downgrade if
the group is not able to maintain adequate liquidity as a result
of, for example, persistently elevated adverse working capital
swings or if it stalls on its path to profitability and positive
cash generation because of macroeconomic pressures or execution
risks of its cash preservation and strategic initiatives. In S&P's
base case, it forecasts S&P Global Ratings-adjusted EBITDA will
break even in 2024 and FOCF after leases will break even by
2025-2026.

S&P said, "We could lower our rating if Farfetch is not able to
maintain its adequate liquidity as a result of the inability to
unwind its elevated inventories and receivables positions reported
as of Sept. 30, 2022, and stabilize the working capital
requirements in absence of additional liquidity sources. We could
also downgrade Farfetch if we forecast further delays in both the
path to achieving positive adjusted EBITDA and a substantial and
sustainable improvement in FOCF after leases, raising the risk of
the group's capital structure becoming unsustainable.

"We could revise the outlook to stable over the next 12 months if
the group addressed its working capital management by sustainably
reducing volatility and the net investment from its current
elevated level, thereby bolstering its liquidity position. A
positive rating action would depend on the group maintaining
adequate liquidity to withstand operating headwinds at all times
and on the successful delivery of its profitable growth strategy,
supporting a consistent improvement in operating performance toward
achieving positive EBITDA and break-even cash flows after lease
payments ahead of our base case."

ESG credit factors: E-2; S-2; G-3

S&P said, "Governance factors are a moderately negative
consideration in our credit analysis of Farfetch. We understand
that Farfetch's founder, José Neves, exercises material direct and
indirect influence over the group and holds both CEO and chairman
positions. In addition to that, he holds more than 70% of voting
power in the group through 100% ownership of Class B shares as of
Dec. 31, 2021. We therefore see higher risk of corporate
decision-making that prioritizes the interests of the controlling
owners than at other listed companies.

"Environmental and social factors are a neutral consideration in
our credit rating analysis of Farfetch. The overall fashion
industry was hit by the recent COVID-19 pandemic, but the luxury
fashion segment has rapidly rebounded, and it is currently
performing at higher levels than before the pandemic. The group has
made a public commitment to responsible sourcing standards and use
of cleaner energy to reduce the impact of its operations."


MADE.COM: Proposes to Enter Voluntary Liquidation Process
---------------------------------------------------------
Henry Saker-Clark at Independent reports that the board of Made.com
has proposed formally winding up the company through a voluntary
liquidation process.

It comes after the online furniture retailer collapsed into
administration last month after it was hammered by rising costs and
pressure on customer budgets, Independent notes.

Retail giant Next snapped up the firm's brand, websites and
intellectual property following the insolvency, although the deal
did not include any of the group's 573 staff, Independent relates.

Administrators from PwC announced 320 redundancies immediately
after the deal was struck, Independent discloses.

Early in November, shares in Made were suspended as the group said
it expected the London listing to be cancelled and the company to
be wound up, Independent recounts.

On Dec. 22, Made said shareholders will now be able to vote on a
members voluntary liquidation process that allows the company to be
wound up, Independent relays.

The firm, as cited by Independent, said this will enable
company-appointed liquidators to assess its remaining assets,
pending completion of the administration process.

The liquidation will also save the company from the continuing
costs of remaining as a listed company and will cancel its shares
from the stock market, Independent states.


ONE LIFE: Enters Administration After Failing to Meet FCA Rules
---------------------------------------------------------------
Lewis Catchpole at Funeral Service Times reports that One Life
Funeral Planning Ltd (OLFP) has appointed Andrew Watling and Kelly
Mitchell, insolvency practitioners of business advisory firm
Quantuma, as joint administrators.

Incorporated in December 2020, Sheffield-based OLFP offered around
14,000 customers a variety of funeral and cremation plans on both a
prepaid and payment by instalment basis.

Businesses operating in the pre-paid funeral plan sector became
subject to FCA regulation on July 29, 2022, and OLFP were one of a
number of providers who were unsuccessful in obtaining FCA
approval.

The regulations allowed unsuccessful providers to continue to trade
on a limited basis -- fulfilling existing plans, but unable to sell
new plans -- until October 31, 2022, while efforts could be made to
re-transfer plans to a new, authorised provider.

According to Funeral Service Times, OLFP directors have been
working with Quantuma advisers to enable them to comply with FCA
requirements to wind down operations and seek to transfer their
customers' plans to an alternative authorised plan provider in an
orderly manner.

Having been unsuccessful in transferring the plans before the Oct.
31 deadline, OLFP has appointed administrators, which it said
allows these efforts to continue for a limited time, Funeral
Service Times relates.

Despite the administration, the administrators will be able to
continue to collect instalment payments and arrange funerals in the
event that any customers die before a transfer can be completed,
Funeral Service Times notes.

OLFP operated a Trust fund, into which customer payments were
invested, Funeral Service Times discloses.  All instalments paid
after the date of administration will be ring-fenced and will be
refunded in full to customers in the event that a transfer to an
authorised funeral plan provider does not proceed, Funeral Service
Times states.


PIERPONT BTL 2021-1: S&P Raises E-Dfrd Notes Rating to 'BB+ (sf)'
-----------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Pierpont BTL 2021-1
PLC's class B-Dfrd notes to 'AA (sf)' from 'AA- (sf)', C-Dfrd notes
to 'A (sf)' from 'A- (sf)', D-Dfrd notes to 'BBB (sf)' from 'BBB-
(sf)', E-Dfrd notes to 'BB+ (sf)' from 'BB (sf)', and X1-Dfrd notes
to 'BBB+ (sf)' from 'B- (sf)'. At the same time, S&P affirmed its
'AAA (sf)' rating on the class A notes.

The rating actions reflect the transaction's consistent stable
credit performance so far and the significant paydown of the class
X1-Dfrd notes since closing in November 2021. The transaction has
been amortizing sequentially since closing and this has increased
credit enhancement for the outstanding notes, most notably for the
senior and mezzanine notes.

The transaction has a low level of arrears (0.1%). Total arrears
are below the latest reading on S&P's U.K. buy-to-let (BTL) index
for post-2014 originations where arrears are at 1.0%.

S&P said, "Since closing, our weighted-average foreclosure
frequency (WAFF) assumptions have marginally decreased at all
rating levels. Firstly, the pool's weighted-average indexed current
loan-to-value (LTV) ratio has declined by 3.5% since closing. The
reduction in the weighted-average indexed current LTV ratio has a
positive effect on our WAFF assumptions as the LTV ratio applied is
calculated with a weighting of 80% of the original LTV ratio and
20% of the current LTV ratio.

"This reduction in the weighted-average current LTV ratio has also
led to a reduction in our weighted-average loss severity (WALS)
assumptions."


  Credit Analysis Results

  RATING LEVEL     WAFF (%)     WALS (%)     CREDIT COVERAGE (%)

  AAA              24.32        50.63        12.32

  AA               16.42        42.78         7.02

  A                12.36        30.27         3.74

  BBB               8.51        22.32         1.90

  BB                4.46        16.44         0.73

  B                 3.55        11.13         0.39


There are no counterparty constraints on the ratings on the notes
in this transaction.

The upgrades of the class B-Dfrd, C-Dfrd, and D-Dfrd notes reflect
both the increasing credit enhancement and the declining required
credit coverage at all rating levels since closing. The upgrade of
the class E-Dfrd notes reflects the declining required credit
coverage only. S&P's cash flow analysis indicated that the class
B-Dfrd, C-Dfrd, and D-Dfrd notes could withstand stresses at higher
ratings than those previously assigned.

S&P said, "The assigned ratings on the class C-Dfrd, class D-Dfrd,
and class E-Dfrd notes are below the levels indicated by our
standard cash flow analysis. Given our expectation that levels of
arrears could rise within U.K. residential mortgage-backed
securities (RMBS) transactions due to the cost of living crisis the
assigned rating considers the sensitivity to higher than expected
levels of foreclosures. All of the ratings assigned are robust to
this sensitivity. The class E-Dfrd notes achieve a higher rating in
our cash flow modelling than the rating that we have assigned. As
this class of notes has no credit enhancement and would be the
first class to be affected should losses occur, we assigned a lower
rating.

"The class X1-Dfrd notes have paid down by over GBP2.0 million
since closing and now have a current balance outstanding of around
GBP4.4 million as of the end of August 2022. As a result, our
credit and cash flow results indicate that these notes can
withstand our stresses at a higher level than the currently
assigned rating. The assigned rating on the class X1-Dfrd notes is
below the level indicated by our standard cash flow analysis. As
these notes have no hard credit enhancement, they rely on soft
credit enhancement through excess spread. The assigned rating
reflects the sensitivity to high prepayment rates, leading to
reduced excess spread, which could occur due to the discount loans
resetting.

"Our credit and cash flow results indicate that the available
credit enhancement for the class A notes continues to be
commensurate with the assigned rating. We therefore affirmed our
rating on the class A notes.

"We think U.K. inflation will peak at 12% within months and remain
elevated during the first half of 2023, averaging 7%. Although high
inflation is overall credit negative for all borrowers, inevitably
some borrowers will be more negatively affected than others and to
the extent inflationary pressures materialize more quickly or more
severely than currently expected, risks may emerge. This
transaction is a BTL transaction and although underlying tenants
may be affected by inflationary pressures, the borrowers in the
pool are generally considered to be professional landlords and will
benefit from diversification of properties and rental streams.
Borrowers in this transaction are largely paying a fixed rate of
interest on average until 2026. As a result, in the short to medium
term borrowers are protected from rate rises but will feel the
effect of rising cost of living pressures."

Pierpont BTL 2021-1 PLC is a static RMBS transaction that
securitizes a portfolio of BTL mortgage loans secured on properties
in England and Wales.


SAFE HANDS: Enters Administration, Halts Operations
---------------------------------------------------
Heather Sandlin at Funeral Service Times reports that Safe Hands
has collapsed into administration after a period of "severe
financial challenges", which left the business "unsustainable" to
continue trading in its current form.

According to Funeral Service Times, the pre-paid funeral plan
provider said it has ceased to trade and will not be accepting any
new customers, but will help current plan holders with contingency
funeral planning services with the assistance of Dignity, who has
agreed to work with the administrators to temporarily provide
existing customers with funeral planning services for a period of
14 days.

It comes as the group appointed Nedim Ailyan and Ben Stanyon from
FRP Advisory as joint administrators, who will now "explore
possible solutions including the possibility of the rescue of the
business with alternative funeral providers", Funeral Service Times
notes.

Safe Hands assured customers that a dedicated UK based customer
service team has been established by the administrators to help
people with any questions they may have in respect of the
administration, the defined role of Dignity, the impact of the
administration on their plan and any potential return of money
invested, Funeral Service Times relates.

The company, as cited by Funeral Service Times, said it first
entered financial difficulty due to a combination of factors, some
of which were linked to the Covid-19 pandemic.  It noted that the
value of its assets is considered to be "significantly lower" than
its liabilities, meaning the company is insolvent.

According to Funeral Service Times, in a statement, it said: "The
administrators will be conducting a detailed investigation into the
failure of the business, including the reasons behind it and the
conduct of the company’s directors in due course.  Until this
process has been completed, the administrators are unable to
comment further."

"Safe Hands Plans is no longer in a position to continue trading as
a result of the administration. Our immediate focus has been to
secure an interim funeral services provision with Dignity for the
next 14 days to ensure that any plan holders that pass away are
cared for whilst we seek to find a longer-term solution," Funeral
Service Times quotes Mr. Ailyan as saying.

He added: "Regrettably, the administration means the company is not
in a position to issue refunds at this time.  We appreciate how
upsetting this period of uncertainty will be for Safe Hands
Plans’ customers and their families.

"We will contact all plan holders, and personal representatives of
any deceased plan holders, to outline the process for registering a
claim as part of the administration."


SLEEP DESIGN: Bought Out of Administration by Baaj Capital
----------------------------------------------------------
Miran Rahman at TheBusinessDesk.com reports that Cannock-based bed
importer Sleep Design has been rescued by investment from
Castleford-based Baaj Capital.

Business advisory firm Quantuma completed the sale of online
retailer, Sleep Design Ltd -- trading as Crazy Price Beds -- to
portfolio businesses of Baaj Capital LLP after it fell into
administration on Nov. 22, TheBusinessDesk.com relates.

The deal was led by Carl Jackson, chief executive, and Richard
Easterby, director at Quantuma, TheBusinessDesk.com notes.

The company, which imports its beds from China, operates from a
single site in Cannock and employs 22 people.

Sleep Design reported a turnover of GBP8 million in 2021 but, due
to global factors including the pandemic, rising costs of shipping
and materials, and the weakening pound against the dollar, was
unable to sustain trading, TheBusinessDesk.com discloses.

The sale of the business will see the firm continue to operate and
secures all jobs, TheBusinessDesk.com states.



VICTORIA PLC: Moody's Affirms B1 CFR & Alters Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service has affirmed the B1 corporate family
rating, B1-PD probability of default rating and B1 rating of EUR250
million and EUR500 million backed senior secured notes issued by
Victoria plc, a leading supplier of flooring products. The outlook
on all ratings is changed to negative from stable.

RATINGS RATIONALE

The change in outlook reflects Moody's expectations that the demand
for flooring products will reduce in 2023, specifically in the EU
and the UK due to weaker macroeconomic conditions, reduction in
construction activity and, to less extent, refurbishment activity.
Moody's expects that weaker demand and rising costs will make it
more difficult for Victoria to sufficiently increase prices and
protect its margins. More positively, the rating agency expects
that volume declines will be relatively limited given Victoria's
focus on more resilient refurbishment segment as opposed to new
build. Moody's also notes the company's growing exposure to the US
market which has been performing stronger compared with Europe.

Victoria reported 7% like-for-like sales growth in the first half
of financial year 2023, ending March, which has been driven by
price increases. The company's underlying EBITDA reached GBP100.1
million compared with GBP84.5 million in the first half of
financial year 2022. However, the growth was primarily driven by
the contribution from recent acquisitions, in particular Balta's
rug business and ceramic tiles manufacturer Graniser. The company's
EBITDA margin in first half financial year 2023 decreased to 13%
from 17.3% y-o-y, reflecting a diluting effect from the
acquisitions and tougher business conditions, in particular in the
Soft Flooring segment. As a result, Victoria's Moody's adjusted
debt to EBITDA (leverage) pro-forma for the acquisition was around
4.9x, which compares with Moody's previous expectations of 4x-4.5x
by the end of financial year 2023 and the downgrade trigger of 5x.

Victoria also had significantly negative free cash flow of GBP62
million in the first half, due to a combination of cost inflation
and targeted investments in raw materials and finished goods to
maintain the service levels for Victoria's customers. Moody's
expects working capital inflow in the second half of financial year
2023 to partially offset the seasonal working capital outflows of
the first half, and support free cash flow generation for the full
year. The rating agency also expects Victoria to generate around
GBP15-20 million free cash flow in financial year 2024, with a much
smaller impact from working capital, due to the lower business
growth compared to previous year.

Victoria's B1 CFR reflects: (1) leading positions within the
fragmented European soft flooring and ceramic tiles markets; (2)
focus on independent retail channels with greater customer
diversity and pricing power; (3) low exposure to the new
construction segment; and (4) flexible cost structure.

The rating also reflects the company's (1) degree of integration
risk following a significant number of acquisitions, mitigated by
positive track record on the past deals; (2) activities in mature
markets with limited growth and competitive pressures; (3) sale of
consumer discretionary items with exposure to the economic cycle;
and (4) raw material and currency exposures, partly mitigated by
hedging.

LIQUIDITY

The company's liquidity is good with GBP73 million of cash on the
balance sheet as of end September, as well as fully an undrawn
GBP150 million revolving credit facility (RCF) due February 2026.
Moody's expects the company to generate moderately positive free
cash over the next 12-18 months. The RCF is subject to a net
leverage springing covenant that is tested when the RCF is over 40%
drawn.

STRUCTURAL CONSIDERATIONS

The company's backed senior secured notes are rated B1, in line
with the B1 CFR. The GBP150 million super senior RCF ranks ahead of
the backed senior secured notes. There is also other debt within
the company's financial structure, largely relating to pension
obligations and deferred consideration. Security largely comprises
share pledges and a debenture over assets in the UK and Australia,
and guarantees are provided from material companies representing at
least 80% of turnover, EBITDA and gross assets.

RATING OUTLOOK

The negative outlook assumes that the company will continue to
deliver positive organic growth in revenues and solid positive cash
generation. It assumes that recent acquisitions will be integrated
successfully. The outlook also assumes that the company will focus
on adhering to its financial policy of maintaining net reported
leverage at below 2.0x on a steady state basis and below 3.0x to
finance acquisitions.

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

An upgrade in the ratings is unlikely in the near-term given the
negative outlook. Over time, it would require a sustained growth in
revenues and profitability. Quantitatively the ratings could be
upgraded if Moody's-adjusted leverage reduces towards 3.5x, with
EBIT / interest improving towards 3x and the company maintaining
satisfactory liquidity.

The ratings could be downgraded if Moody's-adjusted leverage is
sustained above 5x, if free cash flow / debt reduces towards zero
for a prolonged period, or if liquidity concerns arise.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

The company is LSE listed and subject to the UK Corporate
Governance Code. The company's Board includes six members,
including four non-executive directors. Geoffrey Wilding, the
Executive Chairman, and Zachary Sternberg, a non-Executive Director
and co-founder of the Spruce House Partnership, represent two
largest shareholders who jointly own close to 40% of the company's
shares.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Victoria plc was founded in 1895 in the United Kingdom, and is an
international designer, manufacturer and distributor of flooring
products across carpets, ceramic tiles, underlay, luxury vinyl
tile, artificial grass and flooring accessories. Victoria is listed
on AIM in London with a market capitalisation in excess of GBP500
million as of time of this publication. The company benefits from
good geographic diversification, with more than 70% of its EBITDA
generated from outside the UK. For the last twelve-month (LTM)
period ended September 2022, the company generated GBP1,307 million
of sales and GBP178 million of reported underlying EBITDA.



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

[*] BOOK REVIEW: Transnational Mergers and Acquisitions
-------------------------------------------------------
Author: Sarkis J. Khoury
Publisher: Beard Books
Softcover: 292 pages
List Price: $34.95
Order your personal copy today at http://is.gd/hl7cni

Transnational Mergers and Acquisitions in the United States will
appeal to a wide range of readers. Dr. Khoury's analysis is
valuable for managers involved in transnational acquisitions,
whether they are acquiring companies or being acquired themselves.
At the same time, he provides a comprehensive and large-scale look
at the industrial sector of the U.S. economy that proves very
useful for policy makers even today. With its nearly 100 tables of
data and numerous examples, Khoury provides a wealth of information
for business historians and researchers as well.

Until the late 1960s, we Americans were confident (some might say
smug) in our belief that U.S. direct investment abroad would
continue to grow as it had in the 1950s and 1960s, and that we
would dominate the other large world economies in foreign
investment for some time to come. And then came the 1970s, U.S.
investment abroad stood at $78 billion, in contrast to only $13
billion in foreign investment in the U.S. In 1978, however, only
eight years later, foreign investment in the U.S. had skyrocketed
to nearly #41 billion, about half of it in acquisition of U.S.
firms. Foreign acquisitions of U.S. companies grew from 20 in 1970
to 188 in 1978. The tables had turned an Americans were worried.
Acquisitions in the banking and insurance sectors were increasing
sharply, which in particular alarmed many analysts.

Thus, when it was first published in 1980, this book met a growing
need for analytical and empirical data on this rapidly increasing
flow of foreign investment money into the U.S., much of it in
acquisitions. Khoury answers many of the questions arising from the
situation as it stood in 1980, many of which are applicable today:
What are the motives for transnational acquisitions? How do foreign
firms plans, evaluate, and negotiate mergers in the U.S.? What are
the effects of these acquisitions on competition, money and capital
markets; relative technological position; balance of payments and
economic policy in the U.S.?

To begin to answer these questions, Khoury researched foreign
investment in the U.S. from 1790 to 1979. His historical review
includes foreign firms' industry preferences, choice of location in
the U.S., and methods for penetrating the U.S. market. He notes the
importance of foreign investment to growth in the U.S.,
particularly until the early 20th century, and that prior to the
1970s, foreign investment had grown steadily throughout U.S.
history, with lapses during and after the world wars.

Khoury found that rates of return to foreign companies were not
excessive. He determined that the effect on the U.S. economy was
generally positive and concluded that restricting the inflow of
direct and indirect foreign investment would hinder U.S. economic
growth both in the short term and long term. Further, he found no
compelling reason to restrict the activities of multinational
corporations in the U.S. from a policy perspective. Khoury's
research broke new ground and provided input for economic policy at
just the right time.

Sarkis J. Khoury holds a Ph.D. in International Finance from
Wharton. He teaches finance and international finance at the
University of California, Riverside, and serves as the Executive
Director of International Programs at the Anderson Graduate School
of Business.



                           *********


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-
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
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Editors.

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

This material is copyrighted and any commercial use, resale or
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