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

                          E U R O P E

          Tuesday, February 7, 2023, Vol. 24, No. 28

                           Headlines



A R M E N I A

[*] Moody's Takes Actions on 2 Armenian Banks


D E N M A R K

WELLTEC INT'L: Moody's Assigns 'B1' CFR, Outlook Stable


F R A N C E

EUROPCAR MOBILITY: S&P Raises LT ICR to 'B+', Outlook Stable
MOBILUX 2: S&P Upgrades ICR to 'B+' on Robust Performance Metrics
SIRONA HOLDCO: S&P Affirms 'B' LongTerm ICR, Outlook Stable


I R E L A N D

IAMUS TECHNOLOGIES: Goes Into Liquidation Due to Liabilities


I T A L Y

DECO 2019-VIVALDI: DBRS Confirms B(high) Rating on Class D Notes
DECO 2019-VIVALDI: Fitch Lowers Rating on Class C Notes to CCC
GRUPPO BANCARIO: Fitch Hikes LongTerm IDR to 'BB+', Outlook Stable


N E T H E R L A N D S

EUROSAIL-NL 2007-2: S&P Affirms 'BB(sf)' Rating on Class B Notes


N O R W A Y

FLYR: Files for Bankruptcy After Failing to Raise More Cash


P O L A N D

G CITY EUROPE: Moody's Puts 'Ba3' CFR on Review for Downgrade


S E R B I A

GENERALEXPORT: Eureka Bar Acquires Offices for RSD2.4 Million


S P A I N

BANCAJA 9: Fitch Affirms 'BB+sf' Rating on D Notes, Outlook Stable
INTER MEDIA: S&P Retains 'B' Debt Rating on Watch Negative


S W E D E N

STENA AB: S&P Rates New EUR325MM Sr. Secured Notes 'BB'


U N I T E D   K I N G D O M

ACACIUM GROUP: S&P Upgrades LongTerm ICR to 'B+', Outlook Stable
ATLAS FUNDING 2021-1: S&P Raises Z1-Dfrd Notes Rating to 'BB(sf)'
BEALES: Unsecured Creditors to Receive 1.4 Pence in the Pound
CARDIFF AUTO 2022-1: DBRS Confirms BB Rating on Class E Notes
DAKO CONSTRUCTION: Goes Into Administration, 30 Jobs at Risk

DETRAFFORD SKY: Enters Administration, Owes almost GBP50MM
HNVR MIDCO: S&P Affirms 'CCC+' ICR & Alters Outlook to Positive
INEOS GROUP: S&P Rates New Senior Secured Term Loans 'BB'
M&CO: To Close 170 Stores Following AK Retail Acquisition
MULTI ACTIVE: Enters Liquidation, Halts Operations

PIETRA NERA: DBRS Confirms BB Rating on Class D Notes
VENATOR MATERIALS: Moody's Cuts CFR to Caa1, Alters Outlook to Neg.
VENATOR MATERIALS: S&P Puts 'CCC+' ICR on CreditWatch Negative

                           - - - - -


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A R M E N I A
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[*] Moody's Takes Actions on 2 Armenian Banks
---------------------------------------------
Moody's Investors Service has affirmed Armeconombank's (Armenian
Economy Devt Bank) (AEB) B1 long-term local and foreign currency
bank deposit ratings and changed the outlook on these ratings to
stable from negative. Concurrently, Moody's affirmed the bank's b1
Baseline Credit Assessment (BCA) and Adjusted BCA, Not Prime (NP)
short-term local and foreign currency bank deposit ratings, the
bank's Ba3/NP long-term and short-term local and foreign currency
Counterparty Risk Ratings (CRRs) and the Ba3(cr)/NP(cr) long-term
and short-term Counterparty Risk Assessments (CR Assessments).

Concurrently, Moody's affirmed IDBank's B2 long-term local and
foreign currency bank deposit ratings and changed the outlook on
these ratings to positive from stable. At the same time, Moody's
affirmed the bank's b2 BCA and Adjusted BCA, NP short-term local
and foreign currency bank deposit ratings, the bank's B1/NP
long-term and short-term local and foreign currency CRRs and the
B1(cr)/NP(cr) long-term and short-term CR Assessments.

A List of Affected Credit Ratings is available at
https://bit.ly/3JCfZSw

RATINGS RATIONALE

  AEB

The affirmation of the bank's BCA and Adjusted BCA at b1 and its B1
long-term deposit ratings was driven by the bank's demonstrated
resilience through pandemic, lockdowns and thereafter as reflected
in a sustained track record of sound control over credit risks,
moderate profitability as well as solid liquidity. The change to
stable from negative in the outlook on the long-term bank deposit
ratings reflects Moody's expectation that AEB's credit profile,
including asset quality, profitability, funding and liquidity, will
remain broadly unchanged in the next 12-18 months.

Asset quality remains one of AEB's key credit strengths compared to
local peers. Although its loan book is highly exposed to small and
medium-sized enterprises (SME) and unsecured retail lending, which
together account for around 40% of gross loans, it has consistently
reported low problem loans of around 1% of gross loans over the
last four years. As of September 30, 2022, problem loans (defined
as Stage 3 lending) accounted for only 1.2% of gross loans slightly
higher than 0.9% reported as of year-end 2021.

AEB has recently strengthened its profitability, reflecting a
release of provisioning charges and extraordinary foreign currency
trading gains. For the first nine months of 2022, AEB reported net
profit of AMD4.4 billion which translated into annualised return on
tangible assets of 1.5% (0.6% in full-year 2021 and 1.2% in 2020).
However, this improving profitability trend will not likely be
sustained in the next 12-18 months due to the expected
normalisation of foreign currency trading gains amid lower
volatility of the local currencies compared to last year. In
Moody's central scenario AEB's return on tangible assets will hover
around 1.0% in the next 12-18 months, which is compatible with the
current rating level.

In recent years, AEB has materially increased its reliance on
market funds to support its balance sheet growth. As of September
30, 2022, market funding accounted for 48% of the bank's tangible
assets and mainly comprised loans from international financial
institutions (IFIs), interbank loans and funding under repurchase
agreements. Moody's estimates the average duration of AEB's market
funds at two years while half (24% of tangible assets) will have to
be refinanced in the next 12 months. At the same time, AEB's stock
of liquid assets at 32% of tangible assets as of September 30, 2022
as well as expected amortisation of the loan portfolio at 16% of
tangible assets in the next 12 months are considered as sufficient
mitigants for market funds' refinancing risks in Moody's view.

In addition, the bank's standalone credit profile remains
constrained by its moderate compared to local and regional peers'
capital position with tangible common equity (TCE) /risk-weighted
assets (RWA) ratio at 11.0% as of September 30, 2022 (9.9% at the
end of 2021).

  IDBank

The affirmation of the bank's BCA and Adjusted BCA at b2 and the
long-term bank deposit ratings at B2, as well as the change of
outlook on the long-term bank deposit ratings to positive from
stable, reflect improved quality of the loan portfolio and
profitability through pandemic and lockdowns as well as expected
improvement of the bank's standalone credit profile in the next
12-18 months.

Over the past three years IDBank has materially decreased the share
of its problem loans and improved provisioning coverage thanks to
partial repayments and write-offs of its legacy corporate
portfolio. As a result, the problem loan ratio declined to 9.5% as
of year-end 2021 from 15.4% at the end of 2020. In 2022 the bank
wrote off entirely two large legacy loans, and Moody's estimates
IDBank's problem loan ratio at 2.5%-3% at the end of 2022. In the
rating agency's view the current loan portfolio is of robust credit
quality and is largely focused on secured lending.

In 2022, IDBank reported extraordinary net income of AMD15.5
billion, which translated into a very strong annualised return on
tangible assets of 4.9% up from 0.8% posted in 2021. This result
was largely associated with increased foreign exchange volatility,
which allowed the bank to gain material trading income, which
Moody's estimates at AMD13 billion to AMD14 billion. In its central
scenario the rating agency expects normalisation of foreign
currency trading gains and lower provisioning charges given the now
healthy loan book following problem loan write-offs in previous
years. The bank's recurring revenue (excluding trading gains) will
continue to improve thanks to stronger net interest margin and fees
and commissions stemming from growing transaction business.

Strong capital adequacy remains one of IDBank's key credit
strengths, providing a buffer against asset-quality weakness. As of
year-end 2022 IDBank reported TCE/RWA ratio at 31.7% up from 27.3%
at the end of 2021. Moody's expects rapid growth of the bank's loan
book in the next 12-18 months given excessive liquidity and high
capital cushion, favorable economic environment in Armenia and
strong loan demand.

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

AEB's BCA and the long-term bank deposit ratings could be upgraded,
or the outlook could be changed to positive if the bank materially
strengthens its capital adequacy and significantly reduces its
reliance on market funding. AEB's BCA and long-term bank deposit
ratings could be downgraded, or the outlook could be changed to
negative, if the bank's liquidity, capital adequacy or asset
quality significantly deteriorate.

IDBank's BCA and long-term bank deposit ratings could be upgraded
if there is a consistent improvement in the bank's recurring
profitability and asset quality. The outlook on IDBank's long-term
bank deposit ratings could be changed to stable if the bank fails
to improve recurring revenues or contain credit risk stemming from
rapid loan portfolio expansion.

PRINCIPAL METHODOLOGY

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



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D E N M A R K
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WELLTEC INT'L: Moody's Assigns 'B1' CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service upgraded Welltec International APS's
("Welltec" or "the company") backed senior secured notes rating to
B1 from B2. The outlook for Welltec remains stable. Welltec's
strong operating performance and application of free cash flow to
debt reduction, with expectations for incremental debt reduction in
2023, drove the upgrade.

Moody's also assigned a B1 long term corporate family rating and
B1-PD probability of default rating to Welltec International APS,
and for administrative purposes, withdrew the existing B2 CFR and
B2-PD probability of default ratings and stable outlook from
Welltec A/S. The ratings have been moved to Welltec International
APS, which is the top entity of the restricted group and issuer of
the audited financial statements.

RATINGS RATIONALE

Demand for Welltec's services rose materially in 2021, supported by
the recovery in oil & gas prices, and accelerated further following
energy supply disruptions linked to the Russian invasion of Ukraine
in February 2022. Moody's adjusted EBITDA grew to $158 million as
of LTM September 30, 2022, up 66% from the $95 million reported at
year-end 2021. Moody's gross debt/EBITDA declined to around 2.0x
due to the EBITDA growth and the company's use of excess cash to
repurchase roughly $28 million of the company's bonds (full face
value prior to repurchase was $325 million). Lower gross debt
enables Welltec to maintain credit metrics commensurate with a B1
rating through cycles of the oil and gas end market.

Over the next 12-18 months, Moody's anticipates further debt
reduction of at least $20 million and stable operating performance
supported by solid demand for oil field services. Moody's expects
that over the next year Welltec will maintain a debt-to-EBITDA
ratio between 1.5x-2.5x, EBITDA interest coverage of 6x-7x, and a
free-cash-flow-to-debt ratio in the 15%-20% range. These metrics
include the rating agency's standard adjustments and certain other
non-recurring items.

Welltec's ratings primarily reflect: (1) its leading technological
advantage in robotics for well intervention resulting in a leading
market share in that segment; (2) geographical diversification with
revenues from both onshore and offshore markets; (3) long lasting
relationship with its customers well diversified among
international oil companies, national oil companies and independent
E&Ps; (4) high EBIT margin of around 20%, comparing favorably to
most of its peers; and (5) supportive shareholders.

Offsetting these strengths are Welltec's: (1) limited scale and
product range particularly when compared to the competition from
larger oilfield services specialists; (2) limited revenue
visibility which contributes to some revenue and cash flow
volatility, (3) exposure to energy transition risk which will over
time reduce demand for the company's core products and services,
and (4) high interest costs.

LIQUIDITY

Welltec's liquidity is good. As of September 30, 2022, the company
had around $71 million of cash on hand and $29 million available on
its $40 million ($11 million reserved for guarantees) revolving
credit facility (RCF). Based on the currently strong performance
the company has ample cushion under the 2.0x EBITDA/interest
expense maintenance covenant set on its RCF. Welltec also benefits
from its long-dated capital structure, with the RCF maturing in
October 2026 and the backed senior secured notes in October 2026.

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

Given the company's limited scale and end market concentration, an
upgrade of Welltec's ratings is unlikely over at least the next two
years. Factors that could contribute positively to the company's
credit profile include: (i) increased scale and product
diversification which results in less cyclical revenue, earnings
and cash flow, (ii) EBITDA/interest expense consistently in the
high single digits, (iii) free-cash-flow-to-debt ratio consistently
above 10%, (iv) and a commitment to achieve and maintain a stronger
credit profile.

Negative ratings pressure would likely result from (1) Moody's
adjusted debt to EBITDA above 4.0x on a sustained basis; (2)
adjusted EBIT margin in the mid-teens evidencing a deterioration in
its competitive positioning; (3) adj EBITDA/interest expense ratio
below 4x; or (4) weakening of the company's liquidity position,
notably with the company experiencing sustained negative free cash
flow.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Governance considerations for Welltec were a driver of the rating
action. This primarily reflects Welltec's use of excess cash to
reduce gross debt.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Oilfield
Services published in January 2023.

COMPANY PROFILE

Headquartered in Aller¸d, Denmark, Welltec International APS
(Welltec) is an oil and gas services company specializing in well
interventions and completion products. Welltec operates globally
and is a leading provider of well intervention and well completion
services using robotic technology. In the last 12 months ended
September 30, 2022, the company reported $322 million of revenue
and $158 million of Moody's-adjusted EBITDA.




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F R A N C E
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EUROPCAR MOBILITY: S&P Raises LT ICR to 'B+', Outlook Stable
------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit ratings on
French car rental company Europcar Mobility Group (Europcar) and
Europcar International S.A.S.U. to 'B+' from 'B', as well as our
issue rating on the EUR500 million fleet bond issued by EC Finance
PLC to 'BB-' from 'B+'.

The stable outlook reflects S&P's view that Europcar will manage
potential volatility in demand through timely fleet and cost
adjustments, supporting an EBIT interest coverage of at least 1.0x
and neutral-to-positive corporate free cash flows after interest.

Europcar's liquidity has strengthened, because it has successfully
addressed the maturities of its corporate debt. The acquisition of
Europcar by Green Mobility Holding SA in second-half 2022 had
triggered a change of control clause for Europcar's corporate debt,
consisting of a EUR500 million term loan, a EUR170 million
revolving credit facility (RCF), and state guaranteed loans of
EUR251 million. Europcar has repaid its EUR500 million term loan
with proceeds from a five-year EUR500 million loan from Volkswagen
Bank. Europcar has also signed a new RCF of at least EUR250 million
that will mature in 2027. Finally, lenders of the state financing
loans have not exercised their put options, such that these loans
will become due only in 2026. As a result, S&P considers Europcar's
liquidity position stronger, with limited near-term refinancing
risk, and have revised upward its assessment of its liquidity to
adequate from weak.

S&P said, "We estimate that Europcar's 2022 earnings and cash flows
will reach new highs. We anticipate that Europcar's corporate
EBITDA post-International Financial Reporting Standard (IFRS) 16
will increase to about EUR530 million, higher than the pre-pandemic
level of about EUR390 million for 2019. We also forecast corporate
free cash flow after interest will increase to about EUR350
million. This is mainly thanks to a strong recovery in demand for
leisure activities and very favorable pricing for car rental
companies like Europcar, since fleet supply has remained
constrained due to carmakers' persisting supply chain issues. In
the first half of 2022, the company's revenue jumped about 66% to
about EUR1,400 million, from about EUR842 million in 2021.
Corporate EBITDA climbed to EUR233 million, from negative EUR24.8
million in the first half of 2021. Corporate free cash flow after
interest also displayed a positive trend, rising to EUR197 million
in the first half of 2022, from negative EUR100 million in the same
period of 2021. Apart from strong pricing and rental car demand,
these results are also supported by progress with streamlining its
cost base.

"Weakening consumer sentiment in Europe will likely curb Europcar's
2023 earnings and cash flows, but we think it will maintain credit
metrics in line with the 'B+' rating.The demand for car rentals is
discretionary in nature and therefore highly cyclical. Europcar
derives about 80%-85% of its revenue from Europe. We expect
economic stagnation in Europe in 2023, with GDP growth declining to
0.1% from the 3.3% estimated for 2022, along with continued weak
consumer sentiment. This will likely challenge Europcar's ability
to repeat the record operating results we estimate for 2022. In our
base case, we assume that Europcar's corporate EBITDA post-IFRS 16
for 2023 will drop from our forecast of about EUR530 million for
2022, but stay above EUR300 million. We also forecast that the
company's corporate free cash flow after interest (excluding fleet
related working capital) will be neutral to slightly positive in
2023, compared with about EUR350 million estimated for 2022. That
said, we believe this will still translate into adjusted EBIT
interest cover of about 1.0x and funds from operations (FFO) to
debt of about 14%, which we view as commensurate with a 'B+'
rating.

"We think that Europcar could help accelerate Volkswagen AG (VW)'s
long-term strategic aspiration to become a provider of integrated
mobility and transport solutions by 2030. Europcar is a leading
player in the European car rental market, with a market share of
27%, and a large global network of more than 3,500 rental agencies
in railway stations, airports, and cities across more than 140
countries. We think Europcar's fleet management capabilities and
network could play an important role for VW to develop an
integrated mobility platform covering consumers' key mobility
needs, including through subscription and car-sharing products. At
the same time, VW and Europcar will operate on an arm's length
basis, and we do not foresee any material operational synergies
between the two groups in the near term. Furthermore, we anticipate
that Europcar's earnings and cash contribution to the VW group will
be negligeable in the next couple of years. For instance,
Europcar's EBITDA will account for less than 2% of VW's EBITDA, in
our view. We therefore continue to assess Europcar as a moderately
strategic entity for the VW group and apply an one notch of uplift
to our 'b' assessment of Europcar's stand-alone creditworthiness.

"The stable outlook indicates that Europcar will manage the
potential volatility in demand through timely fleet and cost
adjustments, supporting an EBIT interest coverage of at least 1.0x
and neutral-to-positive corporate free cash flows after interest."

Downside scenario

S&P could lower its rating on Europcar if it failed to adapt its
fleet and cost base to a potential fall in car rental demand or
makes other operating missteps, leading to weaker credit metrics
with:

-- FFO to debt falling below 12%;

-- EBIT interest coverage decreasing below 1x; and

-- Negative corporate free operating cash flow after interest.

Upside scenario

S&P said, "We could raise our rating on Europcar if the company's
S&P Global Ratings-adjusted EBIT interest coverage approaches 1.3x
on a sustainable basis combined with FFO to debt at least in the
mid-teens; in addition to maintaining materially positive corporate
free cash flow. Although not expected in the short term, we could
raise the rating if we considered that the link between Europcar
and its indirect majority owner VW AG incorporated a higher degree
of support."


MOBILUX 2: S&P Upgrades ICR to 'B+' on Robust Performance Metrics
-----------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
Mobilux 2 S.A.S. to 'B+' from 'B'. At the same time, S&P raised its
issue rating on the group's senior secured notes to 'B+' from 'B'
and on its super senior revolving credit facility to 'BB' from
'BB-'. S&P's recovery ratings on each instrument remain unchanged
at '4' (recovery prospects: 45%) and '1' (recovery prospects: 95%),
respectively.

The stable outlook indicates that S&P expects Mobilux 2 to sustain
S&P Global Ratings-adjusted EBITDA margin above 12% over the next
two years and FOCF after lease payments above EUR40 million,
despite an anticipated drop in sales volumes.

Robust and resilient performance in fiscal 2022 should underpin
Mobilux 2's resilience over fiscal 2023, even against economic
challenges.

BUT, the main operating subsidiary of Mobilux 2, posted strong
year-on-year sales growth of 7.6% in fiscal 2022, markedly
exceeding our previous expectations that were based on limited
sales due to a shift in consumer demand away from home equipment
after the pandemic. In fiscal 2022, growth stemmed from continued
expansion, especially through additional franchise stores (six of
the eight new stores are franchises). S&P said, "This substantially
increased the topline, but we note that sales in fiscal 2022 were
artificially inflated by EUR139 million from the sourcing of
materials in Asia on behalf of Conforama (which Mobilux 2 acquired
in 2020). Excluding this amount, BUT's topline is broadly in line
with what the company posted in fiscal 2021. S&P Global
Ratings-adjusted EBITDA margin stood at 15.5% in fiscal 2021 and
14.9% in fiscal 2022, excluding Conforama's direct sales, versus
historical margins of 10.0%-12.0%. Results from first-quarter
fiscal 2023 point to a 1% decline in sales year on year, despite
continuing high inflation. However the EBITDA margin stayed flat,
translating into stable EBITDA generation. Weaker consumer
sentiment, lower volumes, and still-high inflation are likely to
weigh on its cost base, causing a decline in topline and absolute
profitability. We project this will result in adjusted EBITDA
dropping to 13%-14%, but this is still commensurate with our 'B+'
rating. Similarly, we anticipate the group will sustain leverage
well below 4.5x and generate FOCF after leases comfortably above
EUR40 million."

S&P said, "BUT's efficient cost structure should brace performance
to withstand economic headwinds. Although the group operates in an
inherently competitive and volatile industry, we believe it will be
able to preserve ample liquidity headroom and uphold a relatively
prudent financial policy. Since we assigned the rating in 2016, BUT
has more than doubled its EBITDA, reaching an S&P Global
Ratings-adjusted level of EUR302 million in fiscal 2022. Also, its
cash flow has been steadily positive. Although some of the growth
has been driven by COVID-19-induced demand for home equipment
products, the group's capacity to grow its market share while
tightly managing its cost base has also powered performance. We
therefore consider its profitability to be structurally higher than
in 2016, and the cost base supports a somewhat resilient margin,
even amid unfavorable market conditions. The purchasing partnership
with Conforama enables both entities to massify purchases and
increase their bargaining power. Additionally, we understand that
BUT has the capacity to adjust its cost structure relative to
topline performance. Similarly, the currently spiking energy prices
could jeopardize the company's profitability, despite utilities
cost representing less than 2% of gross profit. However, BUT is
implementing measures to mitigate those by, for example, switching
its current light bulbs with LED as well as applying the sobriety
plan of the French government to lower the heat in stores and
offices to 19 degrees instead of the usual 20 degrees. Together,
those measures should reduce electricity consumption by about 10%
and somewhat mitigate the anticipated decline in EBITDA.
Positively, BUT enjoys an ample liquidity headroom, with currently
about EUR190 million cash on its balance sheet and a EUR139.5
million fully undrawn RCF. Lastly, shareholders' decision to pursue
a dividend recap and service a EUR215 million dividend through cash
on the balance sheet and additional debt on the balance sheet has
not caused a material releveraging, with its debt-to-EBITDA ratio
staying well below 5x, thanks to profitability growth. Moreover,
shareholders indicated a somewhat prudent approach to leverage and
liquidity by letting BUT preserve a significant cash balance after
the recap. We therefore deem the risk of releveraging beyond 4.5x
as relatively remote.

"We consider BUT to be financially and structurally separated from
Conforama France over the medium term. Conforama France was in the
midst of a turnaround plan when Mobilux S.a.r.l acquired it in
2020. The company's operating performance and cash flow were
strained as a result. But, in the two years since, Conforama's
operating efficiency and overall performance metrics point to
improvements, including stronger cash flow that has helped preserve
a comfortable liquidity cushion after the 2020 equity injection by
Mobilux SARL, the entity that also owns Mobilux 2 S.A.S. Therefore,
we do not expect Conforama to require financial support, nor do we
anticipate any comingling of funds between Mobilux 2 S.A.S and
Conforama. The two groups remain legally separated, with distinct
management teams, and their respective documentation contains no
cross-defaults or cross-guarantees. Also, the documentation of
Conforama's state-guaranteed lines limits the possibilities of a
merger with any entity outside of its restricted group. Considering
the relatively attractive funding cost of Conforama's
state-guaranteed lines, we don't expect Conforama to refinance
before the debt comes due. We understand the shareholders' main
objective is to leverage the two entities size, which together are
by far the leaders of furniture retail in France ahead of Ikea.
This breadth should enable the group to obtain the best terms with
suppliers and improve bargaining power, optimizing both companies
cost structures.

"The stable outlook indicates that, despite inflationary pressure
weighing on consumers' purchasing power, we expect Mobilux 2's
performance to remain resilient in 2023, after two consecutive
years of record growth. Revenue might decline 5%-7% in fiscal 2023
due to lower volumes and result in an erosion of the EBITDA margin
to about 12%. Notwithstanding, we expect Mobilux 2's debt to
EBITDA, as adjusted by S&P Global Ratings, to remain comfortably
below 4.0x, EBITDAR to exceed 1.8x, and substantial FOCF after
lease payments of EUR40 million-EUR50 million."

S&P could lower the rating over the next 12-18 months if Mobilux
2's:

-- Annual FOCF after lease payments were to fall substantially
short of our base-case projection, its EBITDAR coverage declined
below 2.2x, or adjusted debt to EBITDA surpassed 4.5x. This could
happen if demand for decoration and furniture weakens and BUT
cannot pass through prices to its customers.

-- Financial policy becomes more aggressive, leading to depletion
of its cash buffer or weaker credit metrics.

-- A higher rating would be contingent on operations staying on
top of consumer trends, as well as on the company gaining
significant scale and expanding its absolute profitably materially
such that it can cushion the impact of adverse economic
environments. Under such a scenario, ratings upside would hinge on
FOCF after leases sustainably above EUR100 million per year,
alongside a financial policy supportive of debt to EBITDA
continuously below 4.5x and an EBITDAR ratio well above 2.5x.

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

S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of Mobilux 2. This is
the case for most rated entities owned by private-equity sponsors.
We believe the company's aggressive financial risk profile points
to corporate decision-making that prioritizes the interests of the
controlling owners. This also reflects generally finite holding
periods and a focus on maximizing shareholder returns."


SIRONA HOLDCO: S&P Affirms 'B' LongTerm ICR, Outlook Stable
-----------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term issuer credit rating
on pharmaceutical solution and specialty chemical producer Sirona
Holdco (Seqens) and its 'B' issue rating on the company's EUR830
million senior secured term loan B (TLB). S&P rates the proposed
EUR100 million senior secured TLB add-on in line with the existing
senior secured debt.

The stable outlook reflects S&P's views that the company's credit
metrics will remain commensurate with current ratings, including
weighted average leverage below 6.5x, despite the anticipated
slowdown in profitability.

Seqens demonstrated solid full-year 2022 performance due healthy
market dynamics and successful cost pass-through. Seqens achieved
robust sales growth and adjusted EBITDA margin expansion in 2022.
Revenue increased 18% to EUR1.4 billion (unaudited), and it
reported a 18-basis-points rise in its adjusted EBITDA margin to
15.1% in 2022, marking an absolute EBITDA increase of about 13%.
This is higher than our previous assumption of about 14%. Most of
the growth came from its pharmaceutical solutions and specialty
ingredients due to healthy dynamics both in volume and pricing.
However, the performance of its active pharmaceutical ingredients
(API) contract development and manufacturing organization (CDMO)
business was dampened by lower demand, delays in new product
developments, and unfavorable contract negotiation for a new
innovative product. But, overall, Seqens' performance has
benefitted from strong demand in most of its business units,
pricing discipline, its ability to outpace input cost inflation and
energy price headwinds, and lower non-recurring costs.

S&P said, "We now anticipate the company's leverage will exceed
6.5x in 2023 before falling to 6.5x in 2024. This is primarily due
to the expected normalization of the paracetamol chain, which was
anticipated to occur in 2022 but did not materialize. We now
anticipate the non-recurring positive effect over the past two
years will gradually fade in 2023 and 2024. Although we anticipate
a rebound in API CDMO performance, this will only partially offset
the decline in paracetamol chain profitability. Consequently, we
now forecast adjusted EBITDA reaching EUR170 million–EUR175
million in 2023 then improving moderately to EUR175
million–EUR180 million in 2024, below the EUR205 million in
2022.

"We now anticipate significant negative free cash flow generation
in 2023 before returning to positive in 2024. Seqens' strategy to
further capture onshoring opportunities for API and intermediates
in Europe and the U.S. remains intact. The company has accelerated
its investments since 2021 and anticipates capital expenditure
(capex) will peak in 2023 before normalizing in 2024. We note that
the French government will cover more than 50% of the expense
through subsidies or advance payments for some of these projects.
Nonetheless, the timing coincides with an anticipated slowdown in
profitability. Consequently, free operating cash flow (FOCF) is
unlikely to turn meaningfully positive until 2024.

"The company intends to issue a EUR100 million TLB add-on to
provide additional liquidity under current market uncertainty. The
proceeds will be used to repay its EUR87 million outstanding RCF
and the associated financing costs. We view the transaction as
leverage neutral but acknowledge the resulting potential risk of
delay to the company's deleveraging prospects.

"Credit metrics will remain appropriate for the ratings, despite a
slowdown in profitability, high capex, and additional debt. We now
forecast weighted average leverage to be at 6.2x between 2022 and
2024, reflecting the anticipated slowdown in profitability and
slightly higher debt on capex needs. While we anticipate FOCF to
weaken in 2023 due to meaningful growth capex, the underlying FOCF
generation excluding strategic capex should remain positive in
2023. We continue to view leverage sustainably below 6.5x and
positive FOCF under normalized capex as appropriate for the current
ratings.

"The stable outlook reflects our views that the company's credit
metrics will remain commensurate with current ratings, including a
weighted average leverage below 6.5x, despite the anticipated
slowdown in profitability. In our base-case scenario, we assume
that leverage will progressively improve after deteriorating in
2023, and not exceed 6.5x from 2024."

Downside scenario

S&P could lower the rating if leverage remained above 6.5x without
the prospect of a swift recovery, in combination with FOCF turning
negative without any prospect of turning positive with normalized
capex. This could stem from a material deterioration of market
conditions or unexpected operational risks, such as from the
implementation of various growth projects. In addition, weaker
liquidity or a more aggressive financial policy regarding capex,
acquisitions, or dividends could also pressure the rating.

Upside scenario

S&P views an upgrade as remote at this stage. S&P could raise the
rating if Seqens demonstrated a track record of healthy organic
growth while at least maintaining its current profitability and
generating sustainably solid FOCF. An upgrade would be contingent
on adjusted debt to EBITDA improving to sustainably below 5x and a
strong commitment from the shareholder to keep adjusted leverage at
this level.

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




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

IAMUS TECHNOLOGIES: Goes Into Liquidation Due to Liabilities
------------------------------------------------------------
John Mulligan at Independent.ie reports that award-winning
Dublin-based agritech firm Iamus Technologies has collapsed into
liquidation.

It had raised more than EUR1 million from backers including a
vehicle controlled by the Carton family, which sold their Manor
Farm chicken business to Scandi Standard in Sweden in 2017,
Independent.ie recounts.

The artificial intelligence and robotics company had developed an
autonomous robot system called Gallus that when deployed in chicken
houses would monitor welfare and environmental conditions in the
shed, Independent.ie discloses.

The data provided allowed farmers to make decisions that could
improve efficiency and sustainability.

Company filings show that a creditors' meeting of Iamus
Technologies, which employed just a handful of staff, was held just
over a week ago, Independent.ie relays.

According to Independent.ie, a notice in Iris Oifigúil states: "It
has been proved to the satisfaction of this meeting that the
company cannot, by reason of its liabilities, continue its business
and that it is advisable that the same should be wound up."

Shane McAleer of Somers, Murphy & Earl Corporate Services was
appointed liquidator, Independent.ie relates.

The most recent set of publicly-available accounts for Iamus show
that the company had shareholder funds totalling EUR234,000 at the
end of December 2020 as a result of the fundraising that year,
Independent.ie states.

It had made a loss of more than EUR330,000 in 2020, Independent.ie
notes.

Iamus had been working with major global food companies and by 2020
had been hoping to raise an additional $3m to help further develop
and commercialise its technology.




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

DECO 2019-VIVALDI: DBRS Confirms B(high) Rating on Class D Notes
----------------------------------------------------------------
DBRS Ratings GmbH confirmed its ratings on the commercial
mortgage-backed floating-rate notes, due August 2031, issued by
Deco 2019 - Vivaldi S.r.l. as follows:

-- Class A notes at A (high) (sf)
-- Class B notes at BBB (sf)
-- Class C notes at BB (high) (sf)
-- Class D notes at B (high) (sf)

All trends are Negative.

The confirmation reflects the transaction's continued stable
performance over the last year and improving debt yield (DY)
metrics. However, the trends on all ratings remain Negative,
reflecting the vulnerability of the retail sector to the current
high-inflation environment and its effect on household spending.

The transaction is a securitization of an approximately 95%
interest in two Italian refinancing facilities ( the Franciacorta
loan and the Palmanova loan), each backed by a retail outlet
village managed by Multi Outlet Management Italy S.r.l. The
borrowers are ultimately owned by funds of the Blackstone Group
L.P. (Blackstone) and are managed by Kryalos SGR S.p.A. The loans
are interest-only prior to a permitted change of control and, as
such, the balances remained unchanged since closing at EUR
167,245,000 (EUR 158,880,000 securitized) for the Franciacorta loan
and at EUR 66,690,000 (EUR 63,350,000 securitized) for the
Palmanova loan.

The collateral securing the loans comprises two retail outlet
villages in northern Italy. These villages, together with another
three properties securitized in the DBRS Morningstar-rated Pietra
Nera Uno S.r.l. transaction, are marketed under the 'Land of
Fashion' platform, which Blackstone established to collectively
manage these five properties. CBRE Ltd ("CBRE") valued the
Franciacorta property at EUR 257.3 million and the Palmanova
property at EUR 102.6 million at origination. CBRE undertook a new
valuation in October 2020, revaluing the two assets at EUR 228.0
million and EUR 89.1 million, respectively, resulting in a decline
in value of 11.4% and 13.2%, respectively.

In December 2021, CBRE revalued the collateral, resulting in market
values of EUR 230.0 million for the Franciacorta asset and EUR 89.2
million for the Palmanova asset, in line with the October 2020
valuations. The loan-to-value (LTV) ratios based on the most recent
valuations stand at 72.7% (Franciacorta) and 74.6% (Palmanova) as
of the November 2022 interest payment date (IPD) and are below the
cash trap level of 75.0%. At the time of DBRS Morningstar's
previous annual surveillance, the LTV ratios for Franciacorta and
Palmanova stood at 73.3% and 74.8%, respectively, as of the
November 2021 IPD.

Net rental income (NRI) showed an improvement for both loans
between the November 2021 and the November 2022 IPDs. The NRI for
the Franciacorta Outlet Village climbed to EUR 15.0 million from
EUR 11.6 million (an increase of 29.6%) while the NRI for the
Palmanova Outlet Village climbed to EUR 6.1 million from EUR 5.4
million (an increase of 13.8%). The increase in income for the
collateral was mainly driven by an increase in the turnover
component of rent and a decrease in arrears.

As a result of the increase in income, DY metrics for both loans
also improved. The Franciacorta DY increased to 9.0% as of the
November 2022 IPD from 6.9% on the November 2021 IPD while the
Palmanova DY climbed to 9.2% from 8.1% over the same period. The
cash trap covenants are set at 7.6% for Franciacorta and 9.6% for
Palmanova. The Palmanova loan is therefore still in breach with
respect to its DY cash trap covenant. However, the Franciacorta
loan left cash trap on the February 2022 IPD, due to its improving
DY.

DBRS Morningstar revised its underwriting assumptions based on the
vacancy rates reported as of the November 2022 IPD. DBRS
Morningstar adjusted its vacancy rate upward to 14.8% from 12.5%
for the Franciacorta asset and to 16.2% from 12.5% for the
Palmanova asset. DBRS Morningstar did not change its cap rate
assumptions. The resulting DBRS Morningstar values are EUR 167.8
million for the Franciacorta asset and EUR 73.2 million for the
Palmanova asset, representing a value haircut of -27.0% and -17.9%
over the most recent appraised values for Franciacorta and
Palmanova, respectively.

The transaction is supported by a EUR 10.5 million liquidity
facility, which equals 6.5% of the total outstanding balance of the
covered notes. The liquidity facility is provided by Deutsche Bank
AG, London Branch, and can be used to cover interest shortfalls on
the Class A and B notes.

The transaction additionally benefits from a prepaid cap agreement
with HSBC Bank Plc. The agreement matures in August 2024 and has an
interest cap strike rate of 0%. The aggregate notional amount under
each hedging document is equal to 100% of the outstanding principal
amount of the relevant loan.

The initial maturity of the loans was in August 2021, with three
one-year extension options. Two extension options were exercised,
extending the maturity date to August 2023. The fully extended
maturity of the loans is in August 2024 and the final legal
maturity of the notes is in August 2031, seven years after the
fully extended loan maturity date. DBRS Morningstar believes that
this provides sufficient time, given the security structure and
jurisdiction of the underlying loan, to enforce on the loan
collateral and repay bondholders.

Notes: All figures are in euros unless otherwise noted.


DECO 2019-VIVALDI: Fitch Lowers Rating on Class C Notes to CCC
--------------------------------------------------------------
Fitch Ratings has downgraded Deco 2019 - Vivaldi S.r.l.'s class C
notes and affirmed the class A, B and D notes.

The affected ratings have been removed from Under Criteria
Observation (UCO), where they were placed on 23 December 2022
following the publication of EMEA CMBS and CRE Loan Rating Criteria
on 16 December 2022.

   Entity/Debt          Rating            Prior
   -----------          ------            -----
Deco 2019 –
Vivaldi S.r.l.

   A IT0005372435    LT Asf    Affirmed     Asf
   B IT0005372450    LT BB+sf  Affirmed   BB+sf
   C IT0005372468    LT CCCsf  Downgrade    Bsf
   D IT0005372476    LT CCCsf  Affirmed   CCCsf

TRANSACTION SUMMARY

The transaction is a 95% securitisation of two commercial mortgage
loans totalling EUR233.935 million to two Italian borrowers, both
sponsored by Blackstone funds. The loans are both variable rate
(with variable margins) and each is secured on an Italian fashion
retail outlet village. The transaction benefits from a liquidity
facility of EUR10.5 million, which is available to cover interest
on the class A and B notes and amortises in line with their
aggregate balance.

The two loans are both secured on established fashion outlets in
northern Italy. Franciacorta Outlet Village is 7km from the city of
Brescia in Lombardy, with 11.6 million people living within a
90-minute drive. The centre comprises 186 retail units spanning
across 36,803sq m. Palmanova Outlet Village is an open-air outlet
located in the municipality of Aiello di Friuli, in the province of
Udine, part of the Friuli Venezia Giulia region in the north-east
of Italy. It has an estimated catchment area of about three million
people within a 90-minute drive. It comprises of 92 retail units
across 22,204sq m.

The revision of the Outlook on the class B notes to Negative from
Stable and the downgrade of the class C notes reflect increasing
financial market volatility alongside a weakening macroeconomic
outlook, as signaled by rising interest rates, cap rates and
vacancy rates. The class A rating has sufficient headroom to
warrant the Stable Outlook, while the class D notes are vulnerable
to loss should either loan default. Both loans have interest rate
caps struck at 0% until August 2024.

KEY RATING DRIVERS

Updated EMEA CMBS Criteria: The criteria incorporated a number of
updates, including an overhaul of how guidance assumptions are
derived. The class A and B notes have been removed from Under
Criteria Observation. The other ratings are unaffected by the
update.

Slow Occupational Market Recovery: Despite slightly lower occupancy
at 85% for Franciacorta and 84.0% for Palmanova, most tenants have
remained in place, delivering overall higher rental income than at
the time of the last rating action. However, this does not reflect
some polarisation in performance and changing composition of
income. Franciacorta's aggregate rent has grown, whereas
Palmanova's base rents have fallen, as more leases migrate to
inherently riskier turnover-only arrangements. New leasing activity
has been limited, which alongside the uptick in vacancy suggests
demand is only recovering slowly post-pandemic and remains
vulnerable to the expected weakening in macroeconomic conditions in
Italy.

Debt yields at both assets have increased over the last 12 months
(through to November 2022). Franciacorta's increased to 9.0%, from
a pandemic-suppressed 6.9%; while for Palmanova it climbed to 9.2%
from 8.1% (although this loan remains in breach with respect to its
debt yield cash trap covenant). Fitch considers neither debt yield
as supportive of a debt refinancing absent borrower-initiated
deleveraging.

Market Conditions Affecting Retail: Elevated inflation, interest
rate hikes and the prospect of recession are headwinds for the
performance of both loans. The retail sector is exposed to falling
real wages, and Fitch cannot rule out stagnation in income
alongside rising refinancing costs, with ongoing negative
implications for collateral values. With both loans maturing August
2024, the risk of one or both defaulting is material, acting as a
drag on ratings. This is reflected in the negative rating actions.

Prepayment Constraints: With pro rata principal pay in operation, a
refinancing of Franciacorta could leave all noteholders exposed to
the weaker Palmanova loan, with its increasing reliance on turnover
rent and smaller ticket size a potential challenge for value
realisation. This could lead to further negative action on notes
with Negative Outlooks or in the distressed rating categories.

RATING SENSITIVITIES

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

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

The change in model output that would apply with 1pp cap rate
increase is as follows:

'BBB+sf' / 'Bsf' / 'CCCsf' / 'CCCsf

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

Improvement in portfolio performance led by rent increases and
decline in vacancy.

The change in model output that would apply with 1pp cap rate
decrease is as follows:

'Asf' / 'A-sf' / 'BBsf' / 'CCCsf'

Key property assumptions in Fitch's constraining high interest rate
scenarios (weighted by market value)

'Bsf' weighted average (WA) cap rate: 6.6%

'Bsf' WA structural vacancy: 18.9%

'Bsf' WA rental value decline: 4.7%

'BBsf' WA cap rate: 6.8%

'BBsf' WA structural vacancy: 20.7%

'BBsf' WA rental value decline: 4.7%

'BBBsf' WA cap rate: 7.0%

'BBBsf' WA structural vacancy: 23.4%

'BBBsf' WA rental value decline: 4.7%

'Asf' WA cap rate: 7.2%

'Asf' WA structural vacancy: 26.1%

'Asf' WA rental value decline: 4.7%

Depreciation: 10%

Applied estimated rental value: EUR21.7 million

Total market value is EUR319 million

DATA ADEQUACY

Deco 2019 - Vivaldi S.r.l.

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

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

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

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

ESG CONSIDERATIONS

Deco 2019 - Vivaldi S.r.l. has an ESG Relevance Score of '4' for
Rule of Law, Institutional and Regulatory Quality due to
uncertainty of the enforcement process in Italy which has a
negative impact on the credit profile, and is relevant to the
rating[s] in conjunction with other factors.

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


GRUPPO BANCARIO: Fitch Hikes LongTerm IDR to 'BB+', Outlook Stable
------------------------------------------------------------------
Fitch Ratings has upgraded Gruppo Bancario Cooperativo Iccrea's
(GBCI) Long-Term Issuer Default Rating (IDR) to 'BB+' from 'BB-'
and Viability Rating (VR) to 'bb+' from 'bb-'. The Outlook on the
Long-Term IDR is Stable. Fitch has also upgraded the central
institution Iccrea Banca S.p.A.'s (IB) IDR to 'BB+' from 'BB-' with
a Stable Outlook.

The upgrade reflects GBCI's significant improvement in asset
quality and capital encumbrance from unreserved impaired loans due
to the accelerated execution in the bank's de-risking strategy, as
well as the gradual improvement in operating profitability.

KEY RATING DRIVERS

Largest National Cooperative Franchise: GBCI's ratings reflect its
national franchise in Italy as the fourth-largest banking group,
strong capital metrics and a large and granular customer deposit
base. The ratings also factor in the acceleration in its de-risking
strategy well beyond original targets, although asset quality
remains weak by international standards.

Cooperative Structure, Group Ratings: GBCI is a cooperative banking
group and not a legal entity. The cohesion among its 120 credit
cooperatives, IB and its specialised subsidiaries, is ensured by
their mutual support mechanism. Fitch assigns group ratings in
accordance with its Bank Rating Criteria and GBCI and IB's IDRs are
the same.

Improving Risk Profile; Sovereign Risk: Fitch's assessment reflects
risk-taking and control processes that have been tightened in
recent years and the bank's acceleration of its de-risking strategy
compared with original targets. It also considers high sovereign
risk appetite, which is mitigated by high lending diversification
and sound impaired loans coverage (83% at end-September 2022)
backing-up an above-average domestic impaired loan ratio (5.7% at
end-September 2022).

Further De-risking Expected: Its assessment of asset quality has
improved, reflecting the significant reduction in impaired loans
over past few years, and its expectation that the bank will further
reduce these to below 4% of gross loans by end-2025. This is based
on planned disposals, write-offs, improved workout and strengthened
control over new inflows of impaired loans.

Improving Operating Profitability: Fitch expects GBCI to generate
operating profit on risk-weighted assets (RWAs) above 1% in the
medium term. Stable operating costs and strengthened control on
loan impairment charges should contribute to this. GBCI's operating
profitability has improved over the past two years but its
assessment reflects lower business diversification and average
profitability relative to higher-scored peers.

Sound Capital Buffers: GBCI's capitalisation is a rating strength
as the group operates with strong capital ratios that are well
above minimum regulatory requirements and peers, as statutory
limitations to dividend distributions result in capital
accumulation. Capital encumbrance by unreserved impaired loans is
moderate at below 10% at end-September 2022 and has reduced over
past years, while capital remains exposed to concentration risk
stemming from large holdings of Italian government debt (5.4x
common equity Tier 1 (CET1) capital at end-September 2022).

Large, Stable Funding and Liquidity: Funding benefits from a stable
and granular retail deposits, despite being less diversified in
wholesale channels than larger domestic banks. However, Fitch
expects the diversification towards institutional sources to
increase as the bank has to maintain minimum requirement for own
funds and eligible liabilities (MREL) compliance. Liquidity is
adequate, with sound regulatory ratios.

RATING SENSITIVITIES

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

GBCI's ratings are vulnerable to a significant weakening of the
operating environment in Italy, due for example to much slower
economic growth than in its forecasts, or a combination of much
higher inflation and interest rates, which could result in higher
default rates and lead to deterioration of the bank's asset quality
beyond its current expectations and of capital metrics.

An impaired loan ratio permanently above 7%, operating profit
closer to 0.5% of RWAs, a CET1 ratio structurally weaker than the
current high level or unreserved impaired loans/CET1 capital
trending up could all lead to a downgrade.

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

An upgrade of GBCI's ratings would require a completion of planned
impaired loan disposals resulting in an impaired loans ratio
sustainably below 4% and operating profit/RWA to improve
structurally to at least 1.0% without an increase in its risk
profile. This is provided capital ratios remain strong at current
levels.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

IB's Long- and Short-Term IDRs are the same as GBCI since it is a
full member of the banking group and is covered by the
cross-support mechanism for capital and liquidity.

IB's Long-Term Deposit Rating is one-notch above its Long-Term IDR.
This is because there is full depositor preference in Italy and
Fitch believes the bank has sufficient combined buffers of junior
and senior debt that result in a lower probability of default on
deposits relative to its Long-Term IDR. The one-notch uplift also
reflects its expectation that the bank will maintain sufficient
buffers, given the need to comply with and the MREL.

IB's senior preferred (SP) debt is rated in line with the bank's
Long-Term IDR because Fitch expects it to use SP debt to meet its
MREL.

Senior non-preferred (SNP) notes are rated one notch below IB's
Long-Term IDR. This is to reflect the risk of below average
recoveries arising from the use of senior-preferred debt to meet
resolution buffer requirements, and the combined buffer of
additional Tier 1, Tier 2 and SNP debt being unlikely to exceed 10%
of RWAs.

The Tier 2 subordinated debt is rated two notches below the VR to
reflect the prospects of poor recoveries in resolution given the
notes' subordination.

No Support

GBCI's Government Support Rating (GSR) of 'no support' (ns)
reflects Fitch's view that although external extraordinary
sovereign support is possible, it cannot be relied on. Senior
creditors can no longer expect to receive full extraordinary
support from the sovereign in the event that the bank becomes
nonviable. This is because the EU's Bank Recovery and Resolution
Directive and the Single Resolution Mechanism for eurozone banks
provide a framework for resolving banks that requires senior
creditors participating in losses, if necessary, instead of or
ahead of a bank receiving sovereign support.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

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

GBCI's long- and short-term senior debt, deposit ratings and
subordinated debt would be downgraded if the Long-Term IDR and VR
were downgraded.

The deposit ratings could be downgraded by one notch, and be
aligned with the IDRs, in the event of a reduction in the size of
the senior and junior debt buffers that would result in lower
protection to deposits so that they would no longer have a lower
probability of default relative to the IDRs. Fitch views this
unlikely in light of current and future MREL requirements.

GBCI's subordinated debt rating is also sensitive to a change in
the notes' notching, which could arise if Fitch changes its
assessment of its non-performance relative to the risk captured in
the VR or its expected loss severity.

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

GBCI's long- and short-term senior debt, deposit ratings and
subordinated debt would be upgraded if the Long-Term IDR and VR
were upgraded.

GBCI's senior debt ratings could also be upgraded if the bank is
expected to meet the resolution buffer requirements of the
consolidated entity exclusively with SNP and more junior
instruments, or if Fitch expects resolution buffers represented by
SNP and more junior instruments to be at least 10% of RWAs on a
sustained basis, neither which is currently the case.

GSR

An upgrade of the GSR would be contingent on a positive change in
the sovereign's propensity to support the bank. In Fitch's view,
this is highly unlikely, although not impossible.

VR ADJUSTMENTS

The business profile score of 'bb+' has been assigned below the
'bbb' category implied score due to the following adjustment
reason: 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
   -----------                        ------           -----
Gruppo Bancario
Cooperativo Iccrea   LT IDR             BB+  Upgrade    BB-
                     ST IDR             B    Affirmed    B
                     Viability          bb+  Upgrade    bb-
                     Government Support ns   Affirmed   ns

Iccrea Banca
S.P.A.               LT IDR             BB+  Upgrade    BB-
                     ST IDR             B    Affirmed    B
                     Government Support ns   Affirmed   ns

   long-term
   deposits          LT                 BBB- Upgrade    BB

   subordinated      LT                 BB-  Upgrade     B

   Senior
   preferred         LT                 BB+  Upgrade    BB-

   Senior
   non-preferred     LT                 BB   Upgrade     B+

   Senior
   preferred         ST                 B    Affirmed    B

   short-term
   deposits          ST                 F3   Upgrade     B




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

EUROSAIL-NL 2007-2: S&P Affirms 'BB(sf)' Rating on Class B Notes
----------------------------------------------------------------
S&P Global Ratings affirmed its credit ratings on Eurosail-NL
2007-2 B.V.'s class A, M, B, C, and D1 notes.

The affirmations follow S&P's review of the transaction following
the Nov. 1, 2022, downgrade of Credit Suisse International. They
also reflect our full analysis of the most recent transaction
information that we have received and the transaction's structural
features.

S&P said, "Under our counterparty criteria, our ratings on the
notes are potentially constrained by our resolution counterparty
rating (RCR) on Credit Suisse International as swap counterparty
('A/'A-1'). For the notes to be delinked and achieve a rating
higher than the RCR on Credit Suisse International, we have applied
a basis risk stress in our cash flow analysis.

"After applying our global residential loans criteria, the overall
effect in our credit analysis results in a decrease in the
weighted-average foreclosure frequency (WAFF) and an increase the
weighted-average loss severity (WALS). The WAFF has decreased
mainly due to the lower level of arrears. Our WALS assumptions have
increased due to the higher indexed loan-to-value (CLTV)."

  Credit Analysis Results

  RATING LEVEL     WAFF (%)    WALS (%)

  AAA              31.13       46.03

  AA               23.61       39.96

  A                19.50       29.93

  BBB              15.59       24.23

  BB               10.91       20.23

  B                 9.80       16.58

WAFF--Weighted-average foreclosure frequency.
WALS--Weighted-average loss severity.

As of September 30, 2022, total arrears represent 4.4%, including
0.9% that are more than 90 days. There are currently no loans in
arrears of more than six months.

The available credit enhancement has increased for all classes of
notes in this transaction since our previous review.

The reserve fund currently stands at 31% of its target level.

S&P said, "The class A and M notes pass at the 'AA+ (sf)' and 'AA-
(sf)' ratings, respectively, in our cash flow analysis without the
swap when we apply a basis risk stress. Therefore, we affirmed our
'AA+ (sf)' and 'AA- (sf)' ratings on the class A and M notes, and
delinked them from the RCR on the basis swap provider. Our analysis
also indicates that the available credit enhancement for the class
A and M notes is commensurate with higher ratings than those
currently assigned. However, our ratings on the class A and M notes
take into account the assets' nonconforming nature and the elevated
Dutch inflation, which 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. Furthermore, cost of living pressures will likely
affect some borrowers."

The available credit enhancement for the class B notes continues to
be commensurate with the currently assigned rating under the
revised cash flow assumptions. S&P therefore affirmed its 'BB (sf)'
rating on the class B notes.

S&P's analysis also indicates that the available credit enhancement
for the class C notes is commensurate with the currently assigned
rating. Considering the slight increase in credit enhancement and
the stable collateral performance, these notes can still withstand
a steady-state scenario without favorable conditions, reflected in
a 'B- (sf)' rating in accordance with our 'CCC' criteria (see
"Criteria For Assigning ‘CCC+’, ‘CCC’, ‘CCC-’, And
‘CC’ Ratings," published on Oct. 1, 2012). We therefore
affirmed our 'B- (sf)' rating on this class of notes.

Given the limited available credit enhancement and the cash reserve
fund's current level, the payment of interest and principal on the
class D1 notes still depends on favorable business, financial, and
economic conditions, in S&P's view. Following the application of
its 'CCC' criteria, S&P affirmed its 'CCC+ (sf)' rating on this
class of notes.

S&P's credit and cash flow analysis and related assumptions
consider the transaction's ability to withstand the potential
repercussions of higher inflation and the broader current economic
environment.

S&P's conclusions on operational, and legal risk analysis remain
unchanged since closing. Therefore, no rating cap applies to this
transaction.

Eurosail-NL 2007-2 is a Dutch RMBS transaction backed by a pool of
nonconforming Dutch residential mortgages originated by ELQ
Hypotheken N.V.




===========
N O R W A Y
===========

FLYR: Files for Bankruptcy After Failing to Raise More Cash
-----------------------------------------------------------
Terje Solsvik at Reuters reports that loss-making Norwegian airline
Flyr said on Jan. 31 it would file for bankruptcy after failing to
raise the cash it needed for its operations.

"There is no longer a realistic opportunity to achieve a solution
for the short-term liquidity situation," Reuters quotes the company
as saying in a statement, adding the board's decision was
unanimous.

"All departures and ticket sales have as a consequence been
cancelled."

More than 400 employees will lose their jobs as a result of the
bankruptcy, Flyr founder and board Chair Erik Braathen told
Norwegian daily Dagbladet, Reuters relates.

Flyr, which launched operations in mid-2021 to serve domestic
destinations in Norway as well as in Europe, said on Jan. 30 weak
financial markets and uncertainty over demand for air travel had
prevented it from raising more cash, Reuters recounts.

In November, Flyr said securing more funds was vital to survive the
winter season and prepare for the spring and summer of 2023, but it
was only able to raise about half the required cash at the time,
Reuters notes.

The company said on Jan. 30 it had tried and failed in recent days
to secure NOK330 million (US$33 million) of funding, triggering a
78% drop in its share price, Reuters relays.

Further trade in the stock will be suspended, Flyr said on  Jan.
31, according to Reuters.




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

G CITY EUROPE: Moody's Puts 'Ba3' CFR on Review for Downgrade
-------------------------------------------------------------
Moody's Investors Service has downgraded the rating of G City
Europe Limited's ("G City Europe" formerly known as Atrium European
Real Estate Limited) senior unsecured bonds to Ba3 from Ba2, in
line with the company's Ba3 long term Corporate Family Rating.
Concurrently, it has downgraded the ratings on its subordinate
notes to B2 from B1. Furthermore, Moody's has placed on review for
downgrade all ratings of G City Europe and its subsidiary Atrium
Finance PLC which substituted Atrium Finance Issuer B.V. as issuer
under the 2027 backed senior unsecured notes. The outlook on G City
Europe has been changed to rating under review from negative.

RATINGS RATIONALE

As of latest financial reporting date of September 30, 2022, the
initially EUR305 million drawn under EUR350 million revolving
shareholder loan maturing in December 2026 and put in place in the
context of the merger with its parent company G City Ltd. (formerly
known as Gazit-Globe Ltd.) were largely repaid. The EUR45 million
outstanding under the shareholder loan as of September 30
substantially reduces the amount of subordinated debt serving as a
first loss absorption layer in the capital structure, which
represents now 24% of the total debt stack and includes EUR350
million subordinate notes treated as 100% debt as per Moody's
Hybrid Equity Credit methodology.

Considering the above Moody's have removed the one notch uplift
applied to the company's senior unsecured notes which are now rated
Ba3, in line with the Corporate Family Rating and downgraded the
rating on the subordinate notes to B2 from B1, to continue
reflecting the deeply subordinated nature of the hybrid notes in
the capital structure.

The review for downgrade of all ratings of G City Europe will focus
on the G City Ltd. group's refinancing strategy in the context of
around 1.3 billion euro-equivalent cumulative bond and bank debt
maturities at group level until 2024. Moody's concerns relate to
increased refinancing risks considering the high financial leverage
of G City Europe (Moody's adjusted debt to assets of ca. 58% as of
the last twelve months that ended September 2022) and that of its
parent company G City Ltd. (around 65% net debt to total assets, on
an expanded solo basis, reported by the company as of end of
September) in the context of difficult capital market conditions,
largely driven by significantly higher interest rates.

In addition, Moody's are concerned about the parent asking for
paydown of shareholder loans ahead of addressing refinancing of the
2025 EUR500 million bond on G City Europe level, maturing in
September. The perceived weaker financial strength of its parent
company compared to that of G City Europe and combined with the
absence of tangible ring-fencing features within the group
structure continues to be a governance concern as it increases the
risks of asset leakage to G City Ltd., reflected in the special
dividend paid as part of the merger consideration, or the
repayments made under the shareholder loan, which Moody's initially
understood it was a more permanent junior debt instrument in the
capital structure.

Higher economic uncertainty, increasing interest rates and credit
spreads weigh on the outlook for property values and will drive
future funding cost of the group to a level well above current one
at around 3.2%, thus putting pressure on the leverage and interest
coverage ratios as well as overall credit quality.

At the same time, Moody's acknowledge that the group started
actively looking at asset sales, to shore up liquidity and reduce
debt. In total G City Ltd. announced as part of its strategic plan
a disposal pipeline in the euro-equivalent amount of around 970
million, with approximately half of the sales volume in advanced
stages of negotiations at prices close to book value, as reported
by the company in the Q3 results. However, Moody's are mindful that
the current market environment raises execution risk as to the pace
and conditions for disposals.

More positively Moody's note that G City Europe, during the last
quarter of 2022, signed additional EUR143 million disposals with
cash proceeds largely earmarked to repay EUR205 million drawings
under the company's revolving facility that expires in May 2023.

At this point in time operating performance of G City Europe
remains in line with Moody's expectations. Moody's understand that,
so far, operations have not been materially impacted by spill over
effects from the Russia-Ukraine military conflict. However the
company's Russian exposure, representing around 10% of asset value
and 20% of net rental income contains execution risks along aimed
operational exit of that country.

Finally Moody's are cautious about the inflationary pressures
denting household purchasing power and weighing on consumer
confidence, which could lead to reduced tenant sales and leasing
activity over the next 12-18 months.

During the rating review period Moody's will focus on: 1) the
impact of G City Ltd.'s weaker financial strength on the credit
quality of its rated subsidiary G City Europe and its
susceptibility to event risk such as cash leakage or asset
transfers, 2) visibility into G City Europe workstreams for
addressing future refinancing needs through a variety of measures
including asset sales at prices close to book value as well as
access to secured bank borrowings and 3) overall group's liquidity
situation and ability to address upcoming debt maturities, reduce
deleverage and adapt its capital structure to the higher interest
rate environment.

The impact on the credit quality of G City Europe and its rated
debt instruments will depend on Moody's final assessment of
above-mentioned factors.

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

A rating upgrade is unlikely at this point, given the review for
downgrade, but could occur if Moody's receive more comfort
regarding G City Ltd.'s and G City Europe's intercompany fund flows
including cash upstreaming from G City Europe to its parent, and if
G City Europe maintains:

A large-scale and diversified portfolio of high-quality and
dominant shopping centres in major cities of highly rated
countries, while maintaining a strong operational performance

A Moody's adjusted gross debt/total assets below 60% and
Moody's-adjusted fixed-charge coverage above 2x on a sustained
basis. All metrics including shareholder loan as 100% debt

If the credit quality of G City Ltd. sustainably improves from its
current standing, reducing the risk of asset leakage or debt-funded
capital distribution from G City Europe to its parent

Factors that could lead to a downgrade include:

Structural deterioration of operating environment for retail
landlords in CEE translating into a high level of retailer
distress, sustained decline of like-for-like rental growth,
footfall and retail sales with rising vacancy, and pressure on cash
flow due to rent concessions.

Moody's-adjusted leverage remaining sustainably above 65%, or
Moody's-adjusted fixed-charge coverage below 1.5x. All metrics
including shareholder loan as 100% debt

A sharp and persistent deterioration in local currencies against
the euro, which would force the company to heavily discount rents
on a long-term basis

If the credit quality of G City Ltd. deteriorates further, leading
to additional cash or assets' transfer from G City Europe to its
parent

LIST OF AFFECTED RATINGS:

Issuer: Atrium Finance PLC

Downgrade, Placed On Review for Downgrade:

BACKED Senior Unsecured Regular Bond/Debenture, Downgraded to Ba3
from Ba2

Outlook Actions:

Outlook, Assigned Rating Under Review

Issuer: G City Europe Limited

Downgrade, Placed On Review for Downgrade:

Subordinate Regular Bond/Debenture, Downgraded to B2 from B1;

Senior Unsecured Regular Bond/Debenture, Downgraded to Ba3 from
Ba2

Placed On Review for Downgrade:

LT Corporate Family Rating, currently Ba3

Outlook Actions:

Outlook, Changed To Rating Under Review From Negative

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was REITs and Other
Commercial Real Estate Firms published in September 2022.
COMPANY PROFILE

G City Europe owns a EUR2.4 billion portfolio of 23 retail assets
totalling around 740,000 square metres (sqm). As of the 9 months
ended September 2022, the company generated around EUR110 million
of net rental income. The company is focused on the more stable
Central Eastern European (CEE) countries of Poland and Czech
Republic, where 88% of its centres (by value) are located. The
average value of the company's shopping centres is EUR123 million,
with an average size of around 29,700 sqm.



===========
S E R B I A
===========

GENERALEXPORT: Eureka Bar Acquires Offices for RSD2.4 Million
-------------------------------------------------------------
Djordje Jajcanin at SeeNews reports that Serbian beverages company
Eureka Bar bought in a public auction offices in Belgrade owned by
bankrupt company Generalexport for RSD2.4 billion (US$22
million/EUR20.5 million), local media reported on Jan. 30.

According to SeeNews, Eureka Bar bought the offices in the Genex
Tower building on Feb. 6, local media outlet Blic reported citing
information from the country's Bankruptcy Supervision Agency.

The offices were offered at a starting price of RSD846 million,
SeeNews discloses.  Seven bidders took part in the public auction,
SeeNews states.

This was the third attempt to sell the offices, SeeNews notes.

The company was declared bankrupt in 2015, SeeNews recounts.




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

BANCAJA 9: Fitch Affirms 'BB+sf' Rating on D Notes, Outlook Stable
------------------------------------------------------------------
Fitch Ratings has upgraded two tranches of Bancaja 9, FTA and one
tranche of Bancaja 8, FTA. The remaining tranches have been
affirmed. Fitch has also affirmed Bancaja 13, FTA. The Outlooks are
Stable.

   Entity/Debt                Rating            Prior
   -----------                ------            -----
Bancaja 8, FTA
  
   Class A ES0312887005    LT AAAsf  Affirmed   AAAsf
   Class B ES0312887013    LT AAAsf  Affirmed   AAAsf
   Class C ES0312887021    LT AAAsf  Affirmed   AAAsf
   Class D ES0312887039    LT BBB+sf Upgrade    BBBsf

Bancaja 9, FTA

   Series A2 ES0312888011  LT AAAsf  Affirmed   AAAsf
   Series B ES0312888029   LT AAAsf  Upgrade     A+sf
   Series C ES0312888037   LT AAsf   Upgrade     A+sf
   Series D ES0312888045   LT BB+sf  Affirmed   BB+sf
   Series E ES0312888052   LT CCsf   Affirmed    CCsf

Bancaja 13, FTA

   Class A ES0312847009    LT A+sf   Affirmed    A+sf

TRANSACTION SUMMARY

The transactions comprise fully amortising Spanish residential
mortgages serviced by Caixabank, S.A. (BBB+/Stable/F2).

KEY RATING DRIVERS

Iberian Recovery Rate Assumptions Updated: In the update of its
European RMBS Rating Criteria on 16 December 2022, Fitch updated
its recovery rate assumptions for Spain. The changes reduced the
house price decline and foreclosure sale adjustment assumptions,
which has a positive impact on recovery rates and consequently
Fitch's expected loss in Spanish RMBS transactions.

The updated criteria had a limited impact because Bancaja 8's and
Bancaja 9's modelled loss continues to be driven by the portfolio
loss floor. Bancaja 9's class D notes have been affirmed and
removed from Under Criteria Observation.

CE Trends: Bancaja 8's and Bancaja 9's current portfolio balance
(CPB) is around 10% and 15% of the initial portfolio balance,
respectively, having breached or approaching the mandatory
sequential amortisation trigger of 10% for Bancaja 9. The reserve
fund is currently below its target amount for Bancaja 9 and
therefore Fitch does not expect it to fully replenish before the
10% portfolio factor trigger is breached. Pro-rata and reverse
sequential amortisation for Bancaja 9 is therefore now very
unlikely, which has driven the upgrades of its class B and C notes.
For Bancaja 13 pro-rata amortisation is not expected in the
short-term as the RF remains below its target (currently at around
80% of target).

The rating actions also reflect Fitch's view that the notes are
sufficiently protected by credit enhancement (CE) to absorb the
level of losses commensurate with prevailing and higher rating
scenarios.

Counterparty Risk Caps Rating: Bancaja 13's class A notes' rating
is limited to 'A+sf' due to documented counterparty provisions. The
replacement trigger on the account bank is set at 'BBB', which
according to its Structured Finance and Covered Bonds Counterparty
Criteria cannot support ratings in the 'AAsf' or above categories.

Deteriorating Performance Outlook: The current performance of the
three transactions is sound and stable, with low level of loans in
arrears. (three month-plus arrears excluding defaults are between
0.6% and 1.2% for all transactions) However, Bancaja 9's class C
and D notes' ratings have been constrained below the model-implied
rating (MIR). This reflects Fitch's view that deterioration in pool
performance could result in lower future MIR.

Portfolio Risky Attributes: The portfolios are exposed to
geographical concentration, mainly in the region of Valencia
(between 43% and 55% of CPB for all transactions). In line with
Fitch's European RMBS rating criteria, higher rating multiples are
applied to the base foreclosure frequency assumption to the portion
of the portfolios that exceeds 2.5x the population share of this
region relative to the national count. Additionally, around 50% of
each portfolio is linked to loans originated via brokers, which are
considered riskier than branch-originated loans and are also
subject to a foreclosure frequency adjustment factor of 150%.

Bancaja 9 Criteria Variation: Fitch has applied a 15% haircut to
the ResiGlobal model-estimated recovery rates across all rating
scenarios for Bancaja 9. This reflects the materially lower
transaction recoveries on cumulative defaults observed to date
(around 62.5%), including recently, versus unadjusted model
expectations (around 99.6%). This constitutes a variation from our
European RMBS Rating Criteria with a maximum model-implied rating
impact of minus two notches for the class D notes.

RATING SENSITIVITIES

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

Bancaja 8:

- For the class A, B and C notes, a downgrade of Spain's Long-Term
Issuer Default Rating (IDR) could decrease the maximum achievable
rating for Spanish structured finance transactions. The notes are
currently capped at the 'AAAsf' maximum achievable rating in Spain,
six notches above the sovereign IDR.

- Long-term asset performance deterioration such as increased
delinquencies or larger defaults, which could be driven by changes
to macroeconomic conditions, interest rate increases or borrower
behaviour.

Bancaja 9:

- For the class A and B notes, a downgrade of Spain's Long-Term
Issuer Default Rating (IDR) could decrease the maximum achievable
rating for Spanish structured finance transactions. The notes are
currently capped at the 'AAAsf' maximum achievable rating in Spain,
six notches above the sovereign IDR.

- Long-term asset performance deterioration such as increased
delinquencies or larger defaults, which could be driven by changes
to macroeconomic conditions, interest rate increases or borrower
behaviour.

Bancaja 13:

- Long-term asset performance deterioration such as increased
delinquencies or larger defaults, which could be driven by changes
to macroeconomic conditions, interest rate increases or borrower
behaviour.

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

Bancaja 8:

- The class A, B and C notes are rated at the highest level on
Fitch's scale and cannot be upgraded.

- For the junior notes, increased CE as the transaction deleverages
to fully compensate for the credit losses and cash flow stresses
that are commensurate with higher rating scenarios.

Bancaja 9:

- The class A and B notes are rated at the highest level on Fitch's
scale and cannot be upgraded.

- For junior notes, increased CE as the transaction deleverages to
fully compensate for the credit losses and cash flow stresses that
are commensurate with higher rating scenarios.

Bancaja 13:

- The senior notes' rating is limited to 'A+sf'. To be upgraded
above this level, the contractual provisions for account bank
replacement would need to be amended to a level commensurate with a
higher rating.

DATA ADEQUACY

Bancaja 13, FTA, Bancaja 8, FTA, Bancaja 9, FTA

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

Fitch did not undertake a review of the information provided about
the underlying asset pools ahead of the transaction's initial
closing. The subsequent performance of the transaction[s] over the
years is consistent with the agency's expectations given the
operating environment and Fitch is therefore satisfied that the
asset pool information relied upon for its initial rating analysis
was adequately reliable.

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


INTER MEDIA: S&P Retains 'B' Debt Rating on Watch Negative
----------------------------------------------------------
S&P Global Ratings retained its 'B' issue rating on Inter Media and
Communication SpA's (MediaCo) debt on CreditWatch with negative
implications. S&P Global Ratings also removed the under criteria
observation (UCO) designation.

MediaCo is the main financing vehicle for Italian football club
F.C. Internazionale (TeamCo). MediaCo services its bond issuances
through media and sponsorship contract receivables. TeamCo depends
on the distributions it receives from MediaCo to fund part of its
operations.

S&P's revised project finance criteria do not affect its view of
MediaCo's stand-alone credit quality. On Dec. 14, 2022, S&P Global
Ratings published its revised criteria for project finance
transactions, "General Project Finance Rating Methodology" and
"Sector-Specific Project Finance Rating Methodology," and placed
its ratings on several project finance issuers' debt, including
that of MediaCo, on UCO.

Following the review, the 'B' issue rating remains on CreditWatch
negative. The revised criteria don't have a relevant impact on
MediaCo's credit quality or our view of its business and financial
assessments. The liquidity assessment is neutral, compared with
less than adequate before. Nevertheless, S&P's assessment is still
neutral to the rating, given that the bond benefits from a fully
funded reserve that aims to cover the lesser of the peak annual
interest service and half of peak annual debt service. At the same
time, MediaCo is required to prefund two months of operating
expenditure, in addition to the current month, before cash flow can
be distributed to TeamCo.

S&P said, "We placed the rating on CreditWatch with negative
implications in December. Absent an adequate replacement
sponsorship partner, we anticipate that materially weaker
sponsorship revenues in light of nonpayments from Zytara Labs LLC
(DigitalBits) could reduce MediaCo's debt-servicing ability.

"The CreditWatch negative placement indicates that we could lower
the issue rating one notch if we consider the club unable to find
appropriate sponsorship contracts with similar terms to replace
DigitalBits. We aim to resolve the CreditWatch placement over the
next three months as we gain more visibility on the club's ability
to secure sponsorship agreements and have further information of
the new contracts."




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

STENA AB: S&P Rates New EUR325MM Sr. Secured Notes 'BB'
-------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue rating to the proposed
EUR325 million senior secured notes to be issued by Stena AB
(BB-/Stable/--) through its subsidiary Stena International. The
proposed notes will mature in 2028 and the company will use most of
the proceeds to refinance $350 million of outstanding senior
secured notes maturing in 2024.

S&P said, "The recovery rating on the proposed notes is '2',
reflecting our expectation of substantial recovery prospects
(rounded estimate: 75%), based upon a hypothetical default scenario
involving only subsidiaries owning drill ships and no other
restricted subsidiaries. The ratings are underpinned by Stena's
significant asset value in the form of drill ships, in particular
via a second-lien pledge over DrillMax and Stena Carron. Recovery
prospects in a default could potentially be higher due to residual
value stemming from the real estate subsidiaries. However, we don't
assume this in our hypothetical default scenario.

"This transaction will lengthen Stena's' debt maturity profile.
Nevertheless, we factor in the higher interest cost of the new
senior secured notes compared to the outstanding notes, due to less
favorable financing conditions."




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

ACACIUM GROUP: S&P Upgrades LongTerm ICR to 'B+', Outlook Stable
----------------------------------------------------------------
S&P Global Ratings raised ita long-term issuer credit rating on
both U.K.-based health care solutions and life sciences staffing
provider Acacium Group Ltd. (Acacium) and its financing subsidiary
ICS US Holdings Ltd. to 'B+' from 'B'. S&P also raised its
issue-level ratings on Acacium's senior secured debt to 'B+' from
'B'.

The stable outlook reflects S&P's expectation that the company's
operating performance will remain stable and that its sponsor will
not pursue a transaction which materially increases its leverage.

S&P said, "Acacium has significantly outperformed our EBITDA
expectations. For financial year 2022, we expect adjusted leverage
of 2.2x, compared with our previous expectation of over 5.0x in
December 2021. Thereafter, we expect leverage will normalize at
about 3.8x, which is still sustainably better than our previous
expectation. The company's leverage was materially lower in
financial year 2022 because the acquisition of U.S.-based Favorite
Health Care Staffing in December 2021 materially exceeded our
expectations of contributions to the group, with one-off benefits
from pandemic-related projects and other project volumes in the
U.S., as well as higher core business. Although we expect 2022
pandemic-related project work to phase out from 2023, EBITDA is
still forecast to be higher than our previous expectations,
resulting in lower leverage than we anticipated. We now expect
adjusted leverage of 3.75x-3.90x from financial year 2023 and
adjusted EBITDA margins of 8.5%-9.0%. Margins are supported by the
ability to pass through candidate pay increases through pricing
contracts in the Last Minute Nursing and U.S. Healthcare segments.

"We think Acacium's financial policy supports a higher rating: Our
assessment incorporates our view of the financial policies of most
financial sponsor-owned companies, which focus on generating
investment returns over short-term horizons and typically operate
with high leverage tolerance. That said, we think the controlling
shareholder, Onex Partners, will continue to be supportive with a
relatively benign financial policy. Our base-case scenario assumes
Acacium will maintain leverage at current levels. If Acacium
pursues a transaction that materially increases its leverage, we
may lower the rating, but we think this is unlikely over the
current ownership and ratings horizon. Because we do not expect any
future transaction will take adjusted leverage over 5.0x, we
revised our financial policy score to FS-5 from FS-6 and our
financial risk assessment to aggressive from highly leveraged.

"The stable outlook reflects our expectation that Acacium will
continue to generate strong positive free operating cash flow
(FOCF) of GBP35 million-GBP40 million from financial year 2023
onward, on the back of solid organic growth rates. We expect the
group's sponsor's financial policy will maintain adjusted leverage
of less than 5x, with any dividends funded from cash flow, and
mergers and acquisitions to be limited or part-funded by equity.

"We could take a negative rating action if adjusted debt to EBITDA
rose above 5.0x and FOCF generation remained weak on a sustained
basis.

"Although unlikely in the next 12 months, we could consider a
positive rating action if the financial sponsor reduces its
ownership of the company and maintains a less-aggressive approach
to debt, such that we do not anticipate a significant leveraging
event over 4.0x, while operating performance and margins continued
to improve."

ESG credit indicators: E-2, S-2, G3

S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of Acacium. Our
assessment of the company's financial risk profile as highly
leveraged reflects corporate decision-making that prioritizes the
interests of the controlling owners, in line with our view of the
majority of rated entities owned by private-equity sponsors. Our
assessment also reflects generally finite holding periods and focus
on maximizing shareholder returns."


ATLAS FUNDING 2021-1: S&P Raises Z1-Dfrd Notes Rating to 'BB(sf)'
-----------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Atlas Funding
2021-1 PLC's class B-Dfrd notes to 'AA+ (sf)' from 'AA (sf)',
C-Dfrd notes to 'AA (sf)' from 'A+ (sf)', D-Dfrd notes to 'AA-
(sf)' from 'A- (sf)', E-Dfrd notes to 'A- (sf)' from 'BBB- (sf)',
and Z1-Dfrd notes to 'BB (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
A notes since closing in January 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 currently has no arrears. Total arrears are below
our U.K. buy-to-let (BTL) index for post-2014 originations where
arrears are at 1.1%.

Since closing, S&P's weighted-average foreclosure frequency (WAFF)
assumptions have decreased at all rating levels. Firstly, the
pool's weighted-average indexed current loan-to-value (LTV) ratio
has declined by 4.3% 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             24.69      51.52      12.72

  AA              16.67      43.20       7.20

  A               12.55      29.41       3.69

  BBB              8.64      20.61       1.78

  BB               4.53      14.26       0.65

  B                3.60       8.64       0.31


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

The upgrades of the class B-Dfrd, C-Dfrd, D-Dfrd, and E-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 Z1-Dfrd notes reflects the declining required
credit coverage only. S&P's cash flow analysis indicated that the
class B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, and Z1-Dfrd notes could
withstand stresses at higher ratings than those previously
assigned.

S&P said, "The assigned ratings on the class C-Dfrd, D-Dfrd,
E-Dfrd, and Z1-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 ratings consider the sensitivity to higher than
expected levels of foreclosures. Additionally, given the high
concentration of interest revision dates of the fixed- to
floating-rate loans occurring in 2024, we tested the sensitivity of
the notes to higher prepayments and spread compression. All of the
ratings assigned are robust to this sensitivity.

"The class E-Dfrd and Z1-Dfrd notes achieve higher ratings in our
cash flow modelling than the ratings we assigned. As the class
E-Dfrd notes are junior in the waterfall and have relatively low
credit enhancement, we assigned a lower rating. As the class
Z1-Dfrd notes are paid after the turbo feature in the waterfall,
only receive interest before the step-up date, have no credit
enhancement, and are the first class to be affected should losses
occur, we also assigned a lower rating.

"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."

Macroeconomic forecasts and forward-looking analysis

S&P said, "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 2024. As a
result, in the short term, borrowers are protected from rate rises
but will feel the effect of rising cost of living pressures."

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


BEALES: Unsecured Creditors to Receive 1.4 Pence in the Pound
-------------------------------------------------------------
Darren Slade at Daily Echo reports that the company that ran the
Beales department store chain until it went into administration in
2020 is to be dissolved with creditors millions of pounds out of
pocket.

According to Daily Echo, a final report by administrators says
unsecured creditors of JE Beale were owed GBP33.5 million and are
to receive 1.4 pence in the pound.

The Bournemouth-headquartered retailer went into administration in
January 2020, triggering closing down sales that became so busy
that administrators had to hire agency staff, Daily Echo relates.

But the sales were ended by the first coronavirus lockdown and the
23 stores closed with the loss of more than 1,000 jobs, Daily Echo
recounts.

Beales closed the Kendal store on Finkle Street in March 2020,
Daily Echo relays.

The 139-year-old brand name was sold for GBP5,000 to a new company,
New Start 2020, Daily Echo notes.

Administrators previously reported that the company owed GBP12.6
million in loans and had a multi-million-pound pension deficit,
Daily Echo discloses.

According to Daily Echo, in their latest report, for the period
from July 2022 to January 18 this year, administrators William
Wright and Chris Pole of Interpath, said GBP846,998 had been paid
to a secured creditor, Mulino Investments, during that period.

Claims from ordinary preferential creditors, who include staff owed
wages and holiday pay, had been agreed at GBP232,922 and had been
paid in full, Daily Echo states.

The administrators, as cited by Daily Echo, said: "The unsecured
claims have been agreed at GBP33.5 million.  A first and final
dividend to unsecured creditors of 1.4 pence in the pound was
declared in December 2022 and paid during the period.

"The amount distributed to unsecured creditors was GBP479,741
(after costs)."

The company will now move from administration to dissolution, the
administrators reported.

Creditors will have until July 19 to cash their dividend cheques,
after which unclaimed dividends will be forwarded to the Insolvency
Service, Daily Echo discloses.


CARDIFF AUTO 2022-1: DBRS Confirms BB Rating on Class E Notes
-------------------------------------------------------------
DBRS Ratings Limited took the following rating actions on the notes
issued by Cardiff Auto Receivables Securitization 2022-1 plc:

-- Class A Notes confirmed at AAA (sf)
-- Class B Notes upgraded to AA (low) (sf) from A (high) (sf)
-- Class C Notes upgraded to A (sf) from A (low) (sf)
-- Class D Notes confirmed at BBB (low) (sf)
-- Class E Notes confirmed at BB (sf)

The ratings address the timely payment of interest and the ultimate
payment of principal on or before the legal final maturity date.

The rating actions follow an annual review of the transaction and
are based on the following analytical considerations:

-- Portfolio performance, in terms of delinquencies, defaults, and
losses, as of the December 2022 payment date;

-- Probability of default (PD), loss given default (LGD), and
residual value (RV) haircut assumptions on the remaining
receivables;

-- Current available credit enhancement to the rated notes to
cover the expected losses at their respective rating levels.

The transaction is a securitization of auto loan receivables
related to personal contract purchase (PCP) agreements for new and
used vehicles granted by Black Horse Limited (Black Horse or the
servicer) to private borrowers in England and Wales. PCP agreements
afford the borrower the option to turn in the purchased vehicle at
contract maturity as an alternative to making a final balloon
payment, exposing the issuers to RV risk. Ancillary products
(insurance, maintenance) are not included in the portfolio.

The transaction is static and its legal final maturity date is at
the October 2028 payment date.

PORTFOLIO PERFORMANCE

Delinquencies have been minimal since closing. As of the December
2022 payment date, loans two to three months in arrears and loans
more than three months in arrears were marginal at 0.02% and 0.03%
of the outstanding portfolio balance, respectively. Gross
cumulative credit defaults amounted to 0.1% of the initial
portfolio balance, with cumulative recoveries of 51.7% to date.
There were no losses on voluntary terminations (VTs) and PCP hand
backs.

PORTFOLIO ASSUMPTIONS AND KEY DRIVERS

DBRS Morningstar conducted a loan-by-loan analysis of the remaining
pool of receivables and maintained its base case PD assumption at
6.2% and slightly decreased its base case LGD assumption to 18.1%
from 18.2%.

The transaction is subject to VT risk, as under the UK Consumer
Credit Act, the borrower has the right to terminate a consumer loan
agreement after paying at least half of the total amount payable,
provided that the vehicle returns to the finance provider in good
condition. As of the December 2022 payment date, 82.8% of the PCP
receivables had an original term of four years or longer, which
poses an increased VT risk.

The RV haircuts are 41.9%, 34.1%, 29.3%, 21.5%, and 16.0% at the
AAA (sf), AA (low) (sf), A (sf), BBB (low) (sf), and BB (sf) rating
levels, respectively.

CREDIT ENHANCEMENT

The subordination of the respective junior obligations provides
credit enhancement to the rated notes. The transaction continues to
deleverage steadily, resulting in increased credit enhancement (CE)
available to the rated notes.

As of the December 2022 payment date, the CE on the rated notes had
increased as follows since the closing date:

-- CE on the Class A Notes to 46.8% from 32.0%,
-- CE on the Class B Notes to 31.1% from 21.3%,
-- CE on the Class C Notes to 23.4% from 16.0%,
-- CE on the Class D Notes to 16.1% from 11.0%, and
-- CE on the Class E Notes to 11.0% from 7.5%.

The transaction benefits from liquidity support provided by a cash
reserve funded at closing through a subordinated loan granted by
Black Horse. The reserve is nonamortizing and was funded to an
amount equal to 0.75% of the respective initial notes' balance
(while the relevant class of notes is outstanding), or GBP 4.2
million. The reserve is available to cover senior fees and
expenses, senior swap payments, and interest payments on the rated
notes. As of the December 2022 payment date, the reserve was at its
target level.

Lloyds Bank plc (Lloyds Bank) acts as the account bank for the
transaction. Based on the account bank reference rating of AA on
Lloyds Bank (one notch below its DBRS Morningstar Long Term
Critical Obligations Rating (COR) of AA (high)), the downgrade
provisions outlined in the transaction documents, and other
mitigating factors inherent in the transaction structure, DBRS
Morningstar considers the risk arising from the exposure to the
account bank to be consistent with the ratings assigned to the
notes, as described in DBRS Morningstar's "Legal Criteria for
European Structured Finance Transactions" methodology.

Black Horse acts as the swap counterparty and Lloyds Bank acts as
the swap guarantor for the transaction. DBRS Morningstar's Long
Term COR of AA (high) on Lloyds Bank is above the first rating
threshold as described in DBRS Morningstar's "Derivative Criteria
for European Structured Finance Transactions" methodology.

Notes: All figures are in British pound sterling unless otherwise
noted.


DAKO CONSTRUCTION: Goes Into Administration, 30 Jobs at Risk
------------------------------------------------------------
Michael Broomhead at NottinghamshireLive reports that a Nottingham
construction firm has gone into administration with the loss of 30
jobs.

Dako Construction Limited, based at Colwick Quays Business Park,
has ceased trading with immediate effect, NottinghamshireLive
relates.

According to NottinghamshireLive, Taz Rashid and Rehan Ahmed, from
business advisory firm Quantuma, have been appointed joint
administrators of Dako Construction.

"It is deeply regrettable that Dako Construction has been forced to
cease trading due to a series of what are all too familiar
circumstances," NottinghamshireLive quotes Mr. Rashid as saying.

"A combination of extremely difficult trading conditions, supply
chain challenges arising from the protracted exit from the
coronavirus pandemic in the Far East and significant cash-flow
challenges exacerbated by a series of late payments has seen the
business unable to meet its liabilities.  The joint administrator's
immediate priorities have been to provide appropriate support to
those whose roles have been affected and to work with a third party
to assess the outstanding projects with a view to novating where
viable to do so."

In a statement issued on Feb. 6, the administrators, as cited by
NottinghamshireLive, said: "The business . . . employed 30 members
of staff.  The business has ceased trading with immediate effect,
with the loss of all jobs."

Dako Construction was established in 2018.  The business
specialised in creating high-quality office and retail spaces, and
high-quality living space in the residential and student sectors.


DETRAFFORD SKY: Enters Administration, Owes almost GBP50MM
----------------------------------------------------------
Jon Robinson at BusinessLive reports that a property company behind
an apartment block in Manchester city centre has entered
administration.

DeTrafford Sky Gardens has appointed BDO to oversee the process,
BusinessLive relays, citing a document filed with The Gazette.

The company was behind the 13-storey Sky Gardens development in
Chester Road which includes 166 flats, BusinessLive discloses.

According to BusinessLive, a spokesperson for the joint
administrators said: "Due to the wider economic challenges, Sky
Gardens faced difficulties in realising the remaining unsold
apartments.

"We will now be taking all necessary steps to maximise returns for
the benefit of all creditors in accordance with our legal duties."


HNVR MIDCO: S&P Affirms 'CCC+' ICR & Alters Outlook to Positive
---------------------------------------------------------------
S&P Global Ratings revised the outlook on its long-term rating on
HNVR Midco Ltd. (Hotelbeds) to positive. S&P affirmed its 'CCC+'
long-term issuer credit rating and issue ratings, reflecting what
S&P still sees as an unsustainable capital structure, as a result
of high leverage in 2022.

The positive outlook reflects S&P's view that the group will
continue to report a solid performance during 2023, with total
transaction volume (TTV) and EBITDA significantly above
pre-pandemic levels, resulting in lower S&P Global Ratings-adjusted
leverage. It also reflects S&P's expectation that the group will
maintain adequate liquidity.

The sharp rebound in travel leisure during the summer of 2022 saw
the group report strong revenue and EBITDA. Hotelbeds' TTV
plummeted in 2020 and 2021, to EUR2.6 billion and EUR2.2 billion,
respectively, from EUR5.9 billion in 2019, because of
pandemic-related travel restrictions. The group has since rapidly
recovered, reaching TTV of up to EUR5.8 billion and EBITDA of
EUR152 million in 2022. It has benefited from its global
diversification, increase revenue per available room (RevPar)
across the sector, and significantly higher occupancy rates last
summer.

S&P said, "We anticipate this positive momentum will continue
during 2023 thanks to the strong global demand for leisure travel.
We expect demand will remain resilient this year as households
prioritize travel over other discretionary spending and as travel
in Asia recovers thanks to travel restrictions finally being lifted
in the region. We expect TTV to surpass pre-pandemic levels and
reach approximately EUR7.6 billion by year-end, leading to an
EBITDA margin of 33%-35%. The group stands to benefit from having
streamlined its operating expenses base during the pandemic, and
from the economies of scale the nature of its business provides.

"The group holds significant cash reserves on balance sheet,
leading us to continue to assess its liquidity as adequate. As of
Dec. 31, 2022, the group held approximately EUR380 million in cash,
down from EUR539 million at the end of September 2022, following
the seasonality of its working capital cycle, where
December/January show the lowest liquidity point. It also has
EUR248 million available under its revolving credit facility (RCF;
maturing in September 2024), resulting in EUR628 million total
liquidity sources. The group requires significant liquidity to
absorb intra-year working capital movements, which we expect to be
around EUR450 million and which we anticipate the group would hold
at all times. We continue to view its liquidity as adequate given
the large liquidity reserves and covenant headroom."

Despite the improvement in operating performance, leverage remains
elevated. Despite the organic growth during 2022 and so far in
2023, the group continues to be highly leveraged and is only
expected to report debt to EBITDA below 8.0x toward the end of
fiscal 2023. It added EUR400 million of debt during the pandemic,
resulting in total debt of EUR1.8 billion, down however from the
EUR2.1 billion in 2021 following the repayment of the RCF (which
remains fully undrawn and available).

S&P said, "The positive outlook reflects our expectation that
demand for travel leisure will remain strong in 2023. RevPar is
improving and occupancy rates are stable. We expect Hotelbeds'
credit ratios to return to pre-pandemic levels in 2023, generating
EBITDA of EUR235 million-EUR255 million. This should result in
positive free operating cash flow (FOCF) in fiscal 2023 (ending
September) and S&P Global Ratings-adjusted leverage of about
7.5x-8.0x. The outlook also reflects our view that the group has
sufficient liquidity to handle potential headwinds from
macroeconomic uncertainty in the short term."

S&P could consider a negative rating action on Hotelbeds if the
recovery in leisure travel slowed down such that the group
underperformed its base case, leading to sustained high leverage
and liquidity shortfalls in the foreseeable future. This could be
the result of:

-- Macroeconomic uncertainty leading to a decrease in demand for
leisure travel amid lower discretionary spending in key
geographies;

-- The company spending significant cash or debt for uses other
than deleveraging, such as shareholder remuneration or M&A;

-- S&P Global Ratings-adjusted debt to EBITDA increasing above
10.0x on a sustained basis; or

-- The company being unable to successfully refinance its upcoming
2024 and 2025 debt maturities.

S&P said, "We could also lower our ratings if the group or its
financial sponsor were to consider buying back a proportion of its
outstanding loans at a discount to its par value. We would likely
consider this akin to a distressed exchange and therefore
tantamount to a default.

"We could consider a positive rating action if the group continues
to deliver on the recovery of its top line and earnings despite the
cost inflation expected for 2023. We would also need to see trading
return to levels commensurate with its capital structure, resulting
in S&P Global Ratings-adjusted leverage below 8.0x on a sustained
basis, and positive sustainable FOCF generation."

Environmental, Social, And Governance

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

S&P said, "Social factors are now a moderately negative
consideration in our rating analysis of HNVR Midco (Hotelbeds).
During the pandemic, travel restrictions and subsequent lockdowns
prompted a decline in Hotelbeds' 2020 and 2021 revenue of about 35%
and 80%, respectively, compared with 2019. We now see these risks
as having been partially alleviated with revenue above EUR500
million in 2022, though remaining below pre-pandemic levels, and we
envision revenues will fully recover to pre-pandemic levels by
2024. The group is well positioned to benefit from the recovery
thanks to its global diversification and we expect it continue to
benefit from the recovery in international travel despite the
macroeconomic headwinds. Nevertheless, we see social risks as an
inherent part of the hotel industry, which is exposed to health and
safety concerns, terrorism, cyberattacks, and geopolitical unrest.

"Governance is a moderately negative consideration, as is the case
for most rated entities owned by private-equity sponsors. We
believe the company's highly leveraged financial risk profile
points to corporate decision-making that prioritizes the interests
of the controlling owners. This also reflects generally finite
holding periods and a focus on maximizing shareholder returns, as
well as somewhat weaker public communication and transparency than
publicly owned peers."

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

-- Health and safety


INEOS GROUP: S&P Rates New Senior Secured Term Loans 'BB'
---------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue rating with a recovery
rating of '3' (65%) to the new proposed euro and U.S. dollar senior
secured term loans due 2027 and 2030, issued by the financial
subsidiaries of Ineos Group Holdings S.A. (IGH; BB/Stable).

Proceeds from this transaction will be utilized to further
refinance and reduce the remaining term loans maturing in March
2024. This follows the partial refinancing of the 2024 maturities
through the issuance of a US$1.2 billion term loan B and a EUR0.8
billion term loan B in November 2022. S&P understands that the
company has also utilized cash raised to repay its EUR141 million
Schuldschein loan due in March 2024, in addition to transaction
fees and expenses.

The proactive maturity management will bolster the company's
liquidity profile, supporting our strong liquidity assessment.

ISSUE RATINGS: RECOVERY ANALYSIS

Key analytical factors

-- S&P rates the proposed senior secured term loans due 2027 and
2030, the senior secured term loans due 2024, the $1.2 billion
senior secured term loans due 2027, the EUR0.8 billion senior
secured term loans due 2027, the EUR375 million senior secured term
loans due 2027, the EUR1.1 billion senior secured term loans due
2028, the EUR550 million senior secured notes due 2025, the EUR770
million senior secured notes due 2026, and the EUR325 million
senior secured notes due 2026 at 'BB' with a recovery rating of '3'
(65%).

-- The recovery rating reflects our view of the group's
substantial asset base and its fairly comprehensive security and
guarantee package.

-- However, this is balanced by the absence of maintenance
financial covenants and a substantial proportion of the group's
working capital assets being pledged in favor of a receivables
securitization facility.

-- The security package for the senior secured facilities
comprises pledges over all assets, shares, and guarantors that
represent at least 85% of EBITDA and assets.

-- S&P values IGH as a going concern, given the group's solid
market position, large-scale integrated petrochemicals sites across
the U.S. and Europe, and diversified end markets.

-- IGH provides a guarantee of the tolling agreement to Gemini
HDPE LLC. A default of IGH is an event of default under Gemini's
term loan. We believe that in a hypothetical default of IGH,
Gemini's lenders would have a claim on that asset. Our recovery
analysis therefore excludes the value of Gemini and the secured
term loan issued at that level. Senior secured lenders of IGH do
not have a claim over Gemini.

-- S&P assumes that the financing of Project One will be
ring-fenced and will not have a claim on other assets of IGH, while
senior secured lenders of IGH will not have a claim over Project
One.

Simulated default assumptions

-- Year of default: 2028

-- Jurisdiction: U.K.

Simplified waterfall

-- Emergence EBITDA: EUR1 billion

-- Capex represents 3.5% of three-year annual average sales
(2019-2021)

-- Cyclicality adjustment is 10%, in line with the specific
industry subsegment

-- Multiple: 5.5x

-- Gross recovery value: EUR5.7 billion

-- Net recovery value for waterfall after administrative expenses
(5%): EUR5.4 billion

-- Estimated priority claims (mainly securitization program
outstanding): EUR0.6 billion

-- Remaining recovery value: EUR4.8 billion

-- Estimated first-lien debt claim: EUR7.0 billion

    --Recovery range: 50%-70% (rounded estimate: 65%)

    --Recovery rating: 3

All debt amounts include six months of prepetition interest.
Securitization facility assumed 100% drawn at default.


M&CO: To Close 170 Stores Following AK Retail Acquisition
---------------------------------------------------------
Stephen Mcilkenny at The Scotsman reports that clothing retailer
M&Co is to shut all of its stores later in the spring after being
bought out of administration in a move that has been branded as
"another blow to Scotland's high streets".

The Scottish chain was bought by AK Retail after being put into
administration for the second time in December, however, it has
since been confirmed that that the deal did not include the stores
or staff.

The brand has been bought by AK Retail Holdings but the purchase
did not include physical stores, meaning they will now close down
at Easter.

M&Co, previously known as Mackays, is said to have started as a
pawnbroker in Paisley, Renfrewshire, in the 19th century but
switched to selling clothes in the 1950s, but now is set to
disappear from the high street with around 170 branches around the
UK set to close.

The Peterborough company, who also own Yours Clothing, BadRhino,
Long Tall Sally and Pixiegirl, last week announced that it had
purchased the M&Co brand from the administrators for an undisclosed
sum.

Gavin Park, Joint Administrator said "Like many retailers, the
Company has experienced a sharp rise in its input costs, which has
coincided with a decline in consumer confidence leading to trading
challenges.

"Despite a very loyal customer base, particularly in local markets,
and a well-recognised brand, the current economic outlook has
placed increasing pressure on the Company's cash position."


MULTI ACTIVE: Enters Liquidation, Halts Operations
--------------------------------------------------
Katy Morton at NurseryWorld reports that Multi Active, which ran
before and after school provision as well as holiday clubs across
more than 20 sites, announced on the weekend that as of Feb. 6 the
company will cease trading.

According to NurseryWorld, a notice on its website from managing
director Kevin Jones states, "Unfortunately with the cost of
living, rising inflation and interest rates, we have been unable to
cover our costs and the company has become insolvent.  As a result
of this the company will shortly go into liquidation.

"As a childcare provider the current trading climate is hugely
challenging.  We set out in 2015 to provide a childcare service
that was affordable and reliable, but we realised this is no longer
achievable and our business model does not work in 2023."

It comes after Nursery World reported that out-of-school provision
was increasingly at risk, largely due to rising rents.

The managing director confirms that liquidators will issue refunds
where they are due, NurseryWorld discloses.


PIETRA NERA: DBRS Confirms BB Rating on Class D Notes
-----------------------------------------------------
DBRS Ratings GmbH confirmed its ratings on the commercial
mortgage-backed floating rate notes due May 2030 issued by Pietra
Nera Uno S.R.L. as follows:

-- Class A Notes at A (sf)
-- Class B Notes at BBB (sf)
-- Class C Notes at BB (high) (sf)
-- Class D Notes at BB (sf)
-- Class E Notes at B (high) (sf)

All trends are Negative.

The confirmation reflects the transaction's continued stable
performance over the last year and improving leverage and debt
yield (DY) metrics. The trends on all ratings remain Negative as
retail as an asset class is one of the most vulnerable to the
current high-inflation environment and its impact on household
spending.

The transaction is an agency securitization of three senior
commercial real estate loans (i.e., the Fashion District loan, the
Palermo loan, and the Valdichiana loan) and two pari passu-ranking
capital expenditure facilities for a total amount of EUR 403.8
million, which represented a weighted-average (WA) loan-to-value
(LTV) ratio of 74.7% at issuance. BRE/Europe 7NQ S.à.r.l. advanced
the loans to four Italian borrowers ultimately owned by the
Blackstone Group LP (Blackstone or the sponsor) and backed by four
retail properties across Italy. Deutsche Bank AG, London Branch
(the arranger and liquidity reserve facility provider) acted as
sole arranger of the transaction.

The Fashion District loan is secured by two retail outlet
villages—Mantova Village and Puglia Village—located in northern
and southern Italy, respectively, and managed by Multi Outlet
Management Italy S.R.L., Blackstone's pan-European retail platform
managing a total of five retail villages marketed under the 'Land
of Fashion' brand. The platform also includes the Valdichiana
Outlet Village, which backs the Valdichiana loan, while the Palermo
loan is secured by a major shopping center in Sicily—the Forum
Palermo—which is the largest asset in the transaction in terms of
leasable area and market value (MV).

As a result of scheduled amortization, as of the November 2022
interest payment date (IPD), the total loans' outstanding balance
reduced to EUR 389.2 million since issuance. CBRE revalued the
collateral in March 2022. As of that date, the portfolio's market
value stood at EUR 522.0 million, representing a 3.3% increase over
the last valuation of EUR 505.6 million in December 2020. By DBRS
Morningstar's calculations, the revised valuation takes the
aggregate LTV to 75.2% as of the November 2022 IPD from 77.9% as of
the November 2021 IPD.

At a portfolio level, according to the recently published investor
report, DY increased by 1.3 percentage points to 10.4% as of
November 2022 since DBRS Morningstar's last review. The Fashion
District and Vanguard loans' DYs increased by more than 2% and the
Palermo loan's DY remained in line with last year's review. The
increase in operating income and the amortization on the loan
balance drove the climb in DY. Since DBRS Morningstar's last
review, total contracted rent increased by 5.4% to EUR 39.6 million
as of the November 2022 IPD from EUR 37.6 million as of the
November 2021 IPD. The most recently reported DY of 10.4% compares
favorably with the DY of 9.0% at issuance. None of the loans were
in cash trap as of the November 2022 IPD.

FASHION DISTRICT

The Fashion District loan is secured by two properties, Mantova
Village and Puglia Village, located in the City of Mantova and in
proximity to City of Bari, respectively. The loan was previously
securitized in the DBRS Morningstar-rated Taurus 2015-1 IT S.R.L.
transaction.

Mantova Village provides a total leasable area of 25,635 square
meters (sqm) across 122 individual units, including kiosks. It
benefits from a large catchment area with 8.5 million people living
within a 90-minute drive based on the appraisal dated March 2022.
Puglia Village provides a total leasable area of 38,134 sqm across
135 individual units. It serves a catchment area with 2.3 million
people living within a 90-minute drive based on the most recent
appraisal.

The MV for the two assets increased to EUR 170.2 million from EUR
165.8 million at DBRS Morningstar's last review as a result of the
most recent valuation conducted in March 2022. The loan balance
stood at EUR 124.4 million as of the November 2022 IPD. The LTV
ratio for the Fashion District portfolio was reported at 73.3% as
of November 2022 IPD, which is an improvement over the LTV of 76.0%
reported as of November 2021. This is due to the increase in
valuation as well as the loan's amortization over the year.

The contracted rent for the portfolio climbed to EUR 12.0 million
as of the November 2022 IPD from EUR 11.8 million at DBRS
Morningstar's last review in spite of the increase in vacancy to
26.4% from 23.5%. Owing to increased income and the loan's
amortization at 1% per annum (p.a.), the portfolio's DY showed
improvement, increasing to 10.1% from 7.7% between the November
2021 IPD and the November 2022 IPD.

PALERMO

The Palermo loan is secured by a single asset, the Forum Palermo,
which is a major shopping center in Sicily. The Forum Palermo
provides a total leasable area of 49,400 sqm across 132 retail
units. It serves a catchment area with more than 850,000 people
within a 30-minute drive based on the appraisal dated March 2022.

While the property historically benefited from very high and stable
occupancy levels, it experienced an increase in vacancy to 11.8% as
of the November 2022 IPD from 2.2% as of the August 2022 IPD. This
was due to the reduction to Ipercoop's area, which previously
anchored the collateral. After Ipercoop vacated its space, the
hypermarket space underwent a refurbishment to downsize the
existing hypermarket and create three new stores. The servicer
informed DBRS Morningstar that the project was finalized and a new
tenant, Deco, took occupancy in the hypermarket space early in
December 2022.

The Palermo loan exhibited an improving LTV ratio, which reduced to
81.4% from 83.8% at DBRS Morningstar's last annual review as a
result of the loan's amortization and the new valuation dated March
2022, which puts the collateral at a MV of EUR 209.2 million. The
Palermo loan amortized at 1% p.a. between the May 2019 IPD and May
2022 IPD, after which it started to amortize at 2.0% p.a. The loan
balance stood at EUR 169.4 million as of the November 2022 IPD.
Contracted rent increased by about 4.0% since DBRS Morningstar's
last annual review and the DY remained around the same level at
10.3% as of the November 2022 IPD versus 10.2% as of the November
2021 IPD.

VALDICHIANA

The Valdichiana loan is secured by the Valdichiana Outlet Village
located in the province of Tuscany in central Italy. The
Valdichiana Outlet Village provides a total leasable area of 31,100
sqm across 135 retail units. According to CBRE, it serves a
catchment area of 2.9 million people within a 90-minute drive of
the property.

Since issuance occupancy at the collateral has been on a downward
trend; however, occupancy started to improve between the November
2021 IPD and the November 2022 IPD, falling to 12.0% from 13.7%.
Over the same period, contracted rent increased by EUR 1.1 million
to EUR 9.9 million, the DY rose to 11.1% from 9.0%, and the LTV
declined to 66.8% from 69.8%.

The collateral's MV stood at EUR 142.6 million per the appraisal
dated March 2022, representing an increase of 3.4% over the
previous valuation of EUR 137.8 million. The loan amortizes at 1%
p.a. and had an outstanding balance of EUR 95.3 million as of the
November 2022 IPD.

PIETRA NERA UNO S.R.L

Each of the loans bears interest at a floating rate equal to
three-month Euribor (subject to a floor of zero) plus a margin
resulting from the WA of the aggregate interest amounts payable to
the notes. There are no default covenants on the loans before a
change of control.

The transaction benefits from a liquidity reserve facility of EUR
14.5 million (EUR 15.0 at origination), which equals 5.6% of the
total outstanding balance of the covered notes and is provided by
Deutsche Bank AG, London Branch. The liquidity reserve facility can
be used to cover interest shortfalls on the Class A and Class B
Notes. There had been no liquidity facility drawing as of the
November 2022 IPD.

The initial extended maturity date of the loans was in May 2023 and
the final legal maturity of the notes is in May 2030, seven years
after the initial maturity date. The servicer announced in November
2022 that it allowed a further Extension Option to May 2024, which
could be exercised provided the borrower satisfies the regular
extension option conditions and provides an extension notice. The
Extension Option was granted in line with the powers stipulated in
the servicing agreement. While DBRS Morningstar sees the reduced
tail period to six years from seven years as a risk factor, it
considers six years to be sufficient to enforce on the loan
collateral and repay noteholders, if necessary. DBRS Morningstar
accounted for this risk factor as part of its analysis for this
review, and considered the current ratings assigned to the notes.

Notes: All figures are in euros unless otherwise noted.


VENATOR MATERIALS: Moody's Cuts CFR to Caa1, Alters Outlook to Neg.
-------------------------------------------------------------------
Moody's Investors Service has downgraded the Corporate Family
Rating of Venator Materials plc to Caa1 from B2, the Probability of
Default Rating to Caa1-PD from B2-PD and the company's Speculative
Grade Liquidity Rating ("SGL") to SGL-4 from SGL-2. The ratings of
Venator Materials LLC's senior secured term loan B and senior
secured notes downgraded to Caa1 from B1, and the ratings on the
senior unsecured notes to Caa3 from Caa1. The outlook changed to
negative from stable.

The rating downgrades reflect the rapid deterioration in Venator's
credit metrics and financial flexibility given the negative EBITDA
for the last two quarters, continued weak demand for TiO2, high
energy costs and operational challenges in Europe. Although
destocking is likely to end in early 2023, business fundamentals
will remain soft throughout the year. While management is
implementing business restructuring, asset disposals and sales and
lease back transactions, refinancing risk is high due to poor
credit metrics and liquidity remains challenged with expected
negative free cash flow in 2023 and debt maturities in 2024.
Moody's also considers the possibility of a distressed exchange,
which is deemed a default under Moody's definition.

Downgrades:

Issuer: Venator Materials plc

Corporate Family Rating, Downgraded to Caa1 from B2

Probability of Default Rating, Downgraded to Caa1-PD from B2-PD

Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
SGL-2

Issuer: Venator Materials LLC

Senior Secured Term Loan B, Downgraded to Caa1 (LGD4) from B1
(LGD3)

Senior Secured Notes, Downgraded to Caa1 (LGD4) from B1 (LGD3)

Senior Unsecured Notes, Downgraded to Caa3 (LGD5) from Caa1
(LGD5)

Outlook Actions:

Issuer: Venator Materials plc

Outlook, Changed To Negative From Stable

Issuer: Venator Materials LLC

Outlook, Changed To Negative From Stable

RATINGS RATIONALE

Venator's credit profile deteriorated rapidly in late 2022. Sales
volume fell more than expected with the weakening economy and the
company's production cost ran up with high energy costs in Europe.
The market downturn hit Venator particularly hard, as the majority
of its production facilities are based in Europe and have a higher
cost base than peers. Trailing twelve months EBITDA is poised to
fall to near break-even level in early 2023 from $180 million in
2021. Total reported debt remained close to $1 billion at the end
of September, 2022. Moody's estimate Venator's EBITDA generation
won't be enough to cover nearly $140 million annual payments for
interest expenses and capital expenditures, and debt/EBITDA will
remain above 10x over the next one to two years.

Risk of prolonged earnings weakness is high given the gloomy
consumer sentiment, weak industrial activities and high energy
costs in Europe. The invasion in Ukraine could extend the TiO2
market downturn beyond the typical length of three to five quarters
before sale volumes return to positive growth. Additionally,
Venator has to overcome operational challenges, such as production
disruption at Scarlino facility, and make payments for business
restructuring, Pori shutdowns and other legal settlements in 2023
and beyond. It is yet to be seen how much of the recently announced
$50 million cost reduction program can be achieved and whether its
goal to cut annual cash uses by $70 million by 2024 compared to
2022 will be met. Earnings and cash flow generation have been
behind expectation since its 2017 IPO.

The SGL-4 rating reflects the expected negative free cash flow and
debt maturities in the next 12-18 months. The reported liquidity of
$275 million (including cash and available ABL revolver) at the end
of 2022 should be enough to pay for its interest payments and
capital expenditures in 2023. The expected $120 million net
proceeds from selling its color pigments business in early 2023
will help cover additional cash outlays for business restructuring,
Pori shutdown and various contingent liabilities in 2023. However,
Moody's expect free cash flow will remain negative and reduce its
available liquidity over the next 12-18 months.

In particular, negative free cash flow and poor credit metrics will
risk a timely refinancing of its $354 million secured term loan due
in August 2024. Failure to extend the term loan maturity would
accelerate its ABL revolver's maturity to May 2024. The debt
maturities will compel the company to look for alternative
financing sources and reassess its long-term capital structure. In
Moody's view, Venator is likely to take aggressive actions,
including debt exchange offers, to alleviate its debt burden and
enhance shareholder returns, after two independent board members
were nominated and the chairman of the board was replaced amid
calls for changes by the second largest shareholder J&T in January
2023.

Venator's $330 million asset-based revolving credit facility
(unrated) matures in October 2026 or 91 days before the maturity of
any debt more than $75 million. The borrowing base was reported to
be approximately $279 million, of which $233 million was available
to be drawn after deducting letters of credit, as of September 30,
2022. The credit agreement contains a springing fixed charge
coverage ratio test that does not become effective unless excess
availability falls below 10% of the facility. Moody's expect the
company to draw down its revolver to cover negative free cash flow
in the next 12-18 months, but not to the extent that would trigger
a covenant testing.

The Caa1 ratings on the senior secured term loan B and senior
secured notes are in line with the CFR, reflecting security
supported by first lien positions on domestic and second lien on
some foreign assets. Venator has material non-guarantor
subsidiaries with trade payables and other obligations that have to
be satisfied before any of the assets of such non-guarantors would
be available for secured term loan and notes. The Caa3-rated senior
unsecured notes, two notches below the CFR, reflects their
subordinated ranking in the capital structure.

Venator's credit profile benefits from its market position among
the world's leading titanium dioxide producers, strong presence in
specialty products, and modest earnings diversity from the
Performance Additives segment. Prospective benefits from a business
improvement program are considered in its credit profile.

ESG Considerations

The action is not directly driven by ESG factors. Venator's highly
negative Credit Impact Score (CIS-4) mainly reflects its high
exposure to governance risks (G-4). Governance risks are considered
high due to balance sheet leverage and poor track record of meeting
earnings expectations. The company has recently added two
independent directors to the board. Venator adheres to public
company financial reporting and has good communication and
financial policies.

The company has a very high exposure to environmental risks (E-5).
Waste and pollution risks are considered very high for commodity
chemical companies, and that includes TiO2 producers, as
environmental exposure and costs can be meaningful and can have
economic and credit and implications. Roughly two-thirds of
Venator's TiO2 production use the sulfate process; one-third uses
the chloride route. Both have significant water usage,
environmental exposure and GHG emissions.

Venator expects to incur additional environmental costs through
2024 related to the remediation and closure of the Pori facility.
The company had environmental reserves of $4 million as of Sep 30,
2022, relating to pending environmental cleanup, site reclamation,
closure costs, and known penalties. In addition, the company
incurred $10 million capital expenditures for Environmental, Health
and Safety (EHS) matters in the first nine months of 2022.

Venator has high exposure to social risks (S-4). Social risks for
Health & Safety are considered high for commodities in general and
TiO2 specifically. Responsible Production risks are also high,
reflecting in part the EU commission's act to change the
classification of TiO2 to a Category 2 Carcinogen, which became
effective in October 2021.

Rating outlook

The negative outlook reflects Moody's expectations for a slow
recovery in the TiO2 industry, continued weak earnings and negative
free cash flows in the next 12-18 months, as well as the increasing
risk of refinancing its term loan due in August 2024.

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

A rating upgrade could be considered, if the company improves its
EBITDA to at least cover interest expenses and capital
expenditures. Achieving breakeven free cash flow and extending term
loan maturity would also be positive to its credit profile.

Continued weak earnings and negative free cash flow could result in
further rating downgrades. Also, failure to successfully refinance
its debt and achieve a more tenable capital structure could also
have negative rating implications.

Headquartered in the United Kingdom, Venator Materials plc is the
world's fourth-largest producer of titanium dioxide pigments used
in paint, paper, and plastics, and a producer of performance
additives for a variety of end markets. Venator was created through
an IPO transaction rom Huntsman Corporation in 2017. Venator
generated approximately $2.3 billion in revenues for the twelve
months ended September 30, 2022.

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

VENATOR MATERIALS: S&P Puts 'CCC+' ICR on CreditWatch Negative
--------------------------------------------------------------
S&P Global Ratings placing its 'CCC+' long-term issuer credit
ratings and its issue-level ratings on U.K.-headquartered titanium
dioxide (TiO2) and additives producer Venator Materials PLC on
CreditWatch with negative implications to reflect that it could
downgrade the company if it believed that a default scenario or
debt restructuring had become increasingly likely. S&P expects to
resolve the CreditWatch placement when it obtains more information
regarding the company's engagement with its stakeholders, in
particular the plan to address upcoming maturities.

S&P said, "In our view, the appointment of financial and legal
advisors signals that debt restructuring has become more likely. On
Jan. 20, 2023, Venator announced that it has hired Moelis & Co. and
Kirkland & Ellis to help review its strategy and to engage with its
stakeholders to optimize its capital structure. Although the
company has no large principal debt maturities due until 2024, we
think the negotiation with stakeholders is highly likely to result
in a debt restructuring that we could view as distressed. Our
assessment considers Venator's capital structure to be
unsustainable and factors in its weak financial performance in
second half of 2022, a potentially prolonged path to recovery, and
the low indicated market prices on both the first- and second-lien
debt."

The company's credit metrics remain weak, with Venator's structural
cost disadvantage exacerbating earnings volatility. Venator's
operating performance continues to deteriorate amid the weakening
macroeconomic environment. The company's TiO2 sales volumes
declined during the third quarter of 2022 by 29% year-on-year, and
the company announced they fell by an additional 44% year-on-year
in the fourth quarter. S&P believes a potential recession and
deteriorating consumer confidence, both key drivers for the end
markets consuming TiO2 products, will weigh on the company's 2023
performance.

Most of Venator's European production facilities are more costly to
run than those operated by its peers in North America due to higher
energy costs, or compared with peers using the chloride process,
which is less energy- and labor-intensive. From a credit
standpoint, the company's position on the global cost curve means
that rapid swings in end-market demand -- like the one experienced
in the second half of 2022 (and which are typical in the cyclical
TiO2 industry) -- can price out some of Venator's facilities,
exacerbating earnings volatility. In this context, S&P does not
expect Venator to significantly improve its profitability and cash
flow in the near term. S&P forecasts S&P Global Ratings-adjusted
debt to EBITDA of above 15.0x in 2023, and FOCF to remain negative
until 2025, pointing to an unsustainable capital structure and
elevated risk of restructuring, in its view.

Asset sales support liquidity in the near term but will reduce
Venator's scale and diversity. On Nov. 14, 2022, the company
entered into a definitive agreement to divest its iron oxide
business, within its Performance Additives segment, to Cathay
Industries for an enterprise value of $140 million. The transaction
is expected to close at the end of first-quarter 2023. This
portfolio action, which follows the sale and lease-back transaction
for its color pigments manufacturing facility in Los Angeles,
California, for $51.3 million in gross proceeds, will bolster
Venator's liquidity profile. That said, S&P believes that the sale
of the iron oxide business will result in a less diverse product
portfolio and will reduce Venator's scale and scope.

S&P said, "The CreditWatch negative placement reflects that we
could lower the rating on Venator if we believed that a default
scenario or debt restructuring had become increasingly likely. We
expect to resolve the CreditWatch when we obtain more information
regarding the company's engagement with its stakeholders,
specifically the plan to address the upcoming maturities."

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

Environmental factors are a moderately negative consideration in
S&P's credit rating analysis of Venator, like for most
base-chemical producers. This reflects its large and energy intense
TiO2 production activities in the U.S. and Europe, which may face
new requirements for reporting greenhouse gas emissions or tighter
environmental regulation, which could require additional
investments or increase production costs. Social risks are also a
moderately negative consideration, reflecting the company's
exposure to changing consumer preferences and litigation risks. In
February 2020, the European Commission published its final decision
to classify TiO2 as a category 2 carcinogen under certain
conditions such as inhalation, which could depress the company's
sales. Potential claims and ensuing public attention could also
threaten the reputation of Venator and its products. Consumer
preferences could change, leading the company to reduce exposure to
certain hazardous products or applications within its portfolio.



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

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