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

                          E U R O P E

          Friday, February 17, 2023, Vol. 24, No. 36

                           Headlines



C Y P R U S

INTERPIPE HOLDINGS: Fitch Affirms Issuer Default Rating at 'CCC-'
MHP SE: Fitch Hikes Rating on LongTerm Issuer Default Ratings to CC
MHP SE: Moody's Affirms 'Caa3' CFR, Outlook Remains Negative


F I N L A N D

REN10 HOLDING: S&P Affirms 'B' ICR, Outlook Stable


G E R M A N Y

TK ELEVATOR: Fitch Alters Outlook on 'B' LongTerm IDR to Negative


I R E L A N D

NASSAU EURO II: Fitch Assigns 'B-sf' Final Rating on Class F Notes


K A Z A K H S T A N

JUSAN GARANT: S&P Affirms 'BB-' ICR & Alters Outlook to Stable


S P A I N

FORTUNA CONSUMER 2023-1: DBRS Gives Prov. CCC Rating on F Notes


T U R K E Y

TURKISH AIRLINES: Fitch Hikes LongTerm IDRs to 'B+', Outlook Neg.


U K R A I N E

UKRAINE: Moody's Cuts Issuer Ratings to 'Ca', Outlook Stable


U N I T E D   K I N G D O M

ALEXANDER SLOAN: Declared in Default, Receives One Valid Claim
CATH KIDSTON: Hilco Capital Exploring Sale of Business
DAWNFRESH SEAFOODS: Bought Out of Administration by Mowi ASA
FERGUSON MARINE: New Calls for Independent Public Inquiry Made
INTU PROPERTIES: FRC Launches Investigation Into PwC's Audit

LERNEN BIDCO: Fitch Alters Outlook on 'B-' LongTerm IDR to Stable
PAPERCHASE: Online Store to Cease Trading at Midnight Tonight
[*] UK: Number of Company Insolvencies Up 7% in January 2023


X X X X X X X X

[*] BOOK REVIEW: Transnational Mergers and Acquisitions

                           - - - - -


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C Y P R U S
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INTERPIPE HOLDINGS: Fitch Affirms Issuer Default Rating at 'CCC-'
-----------------------------------------------------------------
Fitch Ratings has affirmed Interpipe Holdings Plc's Long-Term
Issuer Default Rating (IDR) and senior unsecured rating at 'CCC-'.
The Recovery Rating on the senior unsecured debt is 'RR4'.

Interpipe's rating reflects Fitch's expectation that the company
will be able to maintain sufficient liquidity headroom to fulfil
its financial obligations in 2023, including coupons on the USD300
million bonds payable in May and November.

The group generated robust operating cash flow over 2H22 linked to
strong demand for and margins from oil country tubular goods (OCTG)
pipes, market dynamics that are expected to moderate but continue
to support Interpipe's financial performance. Capacity utilisation
of its assets is materially constrained due to power outages and
disruptions of logistical channels. Fitch's rating case assumes
lower EBITDA in 2023 of around USD150 million.

Interpipe generates its operating cash flow from five facilities in
central Ukraine, which remain at high risk of damage or disruption
due to their proximity to the conflict zone.

KEY RATING DRIVERS

Capacity Utilisation Materially Constrained: Interpipe's key
production facilities remain operational, but capacity utilisation
continues to be materially constrained due to power outages and
disruption to logistical channels. The group has been using truck
and rail networks to export its finished products to international
markets via Poland and Romania where possible. With Russian forces
targeting energy infrastructure in Ukraine from October 2022, power
supply to its plants has become another meaningful bottleneck.

Supportive Cash Flow Generation: Strong performance of oil & gas
markets has boosted demand and prices for OCTG pipes. After
suspension of quotas and tariffs for Ukrainian products in the US
and Europe from June 2022, Interpipe has been able to capitalise on
attractive margins for these products and as a result cash flow
generation was quite strong in 2H22. Although prices are coming
down with the weaker economic backdrop, OCTG pipes remain a
profitable market for Interpipe.

High Risk Operating Environment: The town of Nikopol, where
Interpipe's Nikotube facility for production of seamless pipes is
located, has been subject to shelling since July 2022, although
intensity reduced in 4Q22.The group's operations and critical
infrastructure remain at high risk from the war through potential
occupation or attacks.

DERIVATION SUMMARY

The 'CCC-' rating reflects Interpipe's small scale, proximity of
operations to the front-line and lack of significant
cash-generating assets outside Ukraine, where the operating
environment has deteriorated. Ferrexpo plc is rated higher at
'CCC+' due to the absence of financial debt, while Metinvest B.V.'s
(CCC) business profile benefits from producing assets outside of
Ukraine.

KEY ASSUMPTIONS

- EBITDA dropping marginally to USD198 million in 2022 from USD214
million in 2021. Fitch assumes a moderation of EBITDA in 2023 and
2024 in line with lower global steel prices.

- Capex levels at USD25 million in 2022 and 2023, recovering to
USD40 million by 2024.

- No dividends considered in the rating case; in case of relatively
stronger cash flow generation the company could decide to pay
dividends, while continuing to maintain prudent liquidity.

- Positive free cash flow (FCF) in 2022-2024.

RECOVERY ANALYSIS ASSUMPTIONS

The recovery analysis assumes that Interpipe would be considered a
going concern (GC) in bankruptcy and that it would be reorganised
rather than liquidated.

Interpipe's GC EBITDA of USD75 million is materially below its
mid-cycle estimate and reflects war-related disruption to exports
and local operations, assuming that procurement and export routes
will gradually re-open as the conflict recedes or moves to other
parts of the country.

Fitch uses an enterprise value/EBITDA multiple of 3.0x to calculate
a post-reorganisation valuation, reflecting the concentrated nature
of key manufacturing assets in a territory with military conflict.

Taking into account its Country-Specific Treatment of Recovery
Ratings Rating Criteria and after a deduction of 10% for
administrative claims, its waterfall analysis generated a
waterfall-generated recovery computation (WGRC) in the 'RR4' band,
indicating a 'CCC-' instrument rating for the company's senior
unsecured notes. The WGRC output percentage on current metrics and
assumptions is 50%.

RATING SENSITIVITIES

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

- De-escalation of the war in Ukraine, facilitating re-opening of
logistics routes and reducing operating risks.

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

- Default of some kind appearing probable or near default, e.g.
decision not to pay coupon or inability to service debt.

- An intensification of the war with Russia leading to damage to
key production assets.

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Although Interpipe repaid a USD70 million
shareholder loan in 2022, the group was able to increase its cash
balances and holds well in excess of USD100 million of available
liquidity.

As long as its assets remain operational and the group continues to
generate some operating cash flow, Interpipe will be able to
service its financial obligations in 2023, including cash interest
(USD25.1 million bond coupon plus incremental interest for a
domestic loan), performance-sharing fees (linked to the previous
refinancing) and minimal principal (linked to a domestic loan
facility with a Ukrainian bank), in total estimated at around USD60
million-USD70 million for 2023. Interpipe has no significant debt
repayment ahead of the USD300 million bond due in May 2026.

ISSUER PROFILE

Interpipe is a Ukrainian producer of high value-added steel
products, mostly pipes and railway wheels.

ESG CONSIDERATIONS

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

   Entity/Debt             Rating         Recovery   Prior
   -----------             ------         --------   -----
Interpipe
Holdings Plc        LT IDR CCC-  Affirmed             CCC-

   senior
   unsecured        LT     CCC-  Affirmed    RR4      CCC-


MHP SE: Fitch Hikes Rating on LongTerm Issuer Default Ratings to CC
-------------------------------------------------------------------
Fitch Ratings has upgraded MHP SE's Long-Term Foreign- and
Local-Currency Issuer Default Ratings (IDR) to 'CC' from 'C'
following repayment of all the missed coupons in March-May 2022
ahead of the expiration of the 270-day standstill period. The
senior unsecured rating has been affirmed to 'C' with a Recovery
Rating of 'RR5'.

MHP's ratings continue to reflect severe operational disruptions
from the ongoing Russian invasion in Ukraine - the main production
and sourcing region for the company - as well as heightened
refinancing and liquidity risks, which together lead to a high
probability of default. The ratings assume MHP will continue to be
able to refinance existing short-term credit facilities needed for
its operating needs, while access to new funding is likely to
remain limited in near term.

KEY RATING DRIVERS

Deferred Coupons Paid, Standstill Ends: In 2022 MHP signed a
standstill agreement with Eurobonds creditors for the non-payment
of USD49 million interest payments on three note issues that were
due in March, April and May 2022. Fitch has received confirmation
that these coupons were repaid by 14 and 29 December 2022 and 4
February 2023, before the extended grace period expiry. Together
with continued service of all its debt liabilities, and its
assumptions of no further standstill to be entered in relation to
its bank debt facilities in near term, this justifies the IDR
upgrade to 'CC'.

Short-Term Financing Availability Key: MHP's operations remain
highly reliant on continued availability of working-capital
facilities to fund sowing campaigns, and to ensure operational
continuity and ability to export. In light of the latest continued
support MHP has received from banks and with most of its credit
facilities having been refinanced, Fitch assumes the company will
maintain access to these facilities, ensuring operational
continuity over the rating horizon to 2025.

Heightened Refinancing Risk: Fitch sees high refinancing risk for
MHP's USD500 million bond maturing in May 2024. Significant
uncertainty and operation disruption risks related to Russia's
invasion in Ukraine could result in limited access to capital
markets for MHP by the time of the bond maturity. Fitch estimates
that the company's available cash balance of USD300 million as of
end-2022 and expected modest free cash flow (FCF) generation in
2023 will not allow MHP to repay the notes. Fitch therefore
believes some refinancing will be discussed with its creditors.

Moratorium on Debt Service Unclear: The National Bank of Ukraine
has introduced a moratorium on cross-border foreign-currency
payments, potentially limiting companies' ability to service their
foreign-currency obligations. Exceptions can be made to this
moratorium but it is unclear how these will be applied in practice,
given disruption caused by the ongoing conflict and martial law in
the country. Also, cash generated from exports has to be
repatriated to Ukraine within 180 days, which could constrain MHP's
ability to service its foreign-currency debt in the near term.
These risks are partly offset by MHP's large cash balance kept
outside Ukraine (around 85% of cash as of end-2022).

Disrupted Exports Hit Profitability: Fitch estimates MHP's EBITDA
reduction to USD346 million in 2022 from USD435 million of 2021 as
higher selling prices only partly offset reduced sales volume, cost
inflation, higher logistic costs and the devaluation impact of
local currency. Fitch assumes a moderate reduction in poultry
prices in international markets in 2023, which together with its
cautious estimates for sales volumes, suggest limited profit
recovery in 2023. As a result, Fitch forecasts EBITDA margin to
remain at historically low levels of around 13% in 2023-2025 (2021:
18.3%).

Uncertainty on Export Routes Availability: Since the Russian
invasion MHP's exports of grain have been severely disrupted as
Ukrainian ports in the Black Sea were blocked. Given the Grain Deal
for the safe maritime corridor in the Black Sea will expire in
March 2023 and continued uncertainty over its renewal, risks to
MHP's exports remain high. This is only partly offset by
alternative export routes via EU borders and the River Danube, as
logistical bottlenecks will significantly undermine MHP's export
capacity. Any additional disruption to export may result in further
profit declines for the company.

Ukrainian Food Security in Focus: MHP's main priority is to provide
food for people in Ukraine. MHP historically supplied around half
of all chicken produced commercially for Ukraine. Due to the
disruptions, many other poultry producers have ceased operations as
they were in locations closer to the war zone. MHP's poultry
production is currently operating at close to full capacity. The
company is also providing a portion of produce free of charge,
which could affect profitability in the near term.

Strong Parent-Subsidiary Links: The Long-Term IDRs of PJSC
Myronivsky Hliboproduct, MHP SE's 99.9%- owned subsidiary, are
equalised with those of MHP, due to strong strategic and legal ties
between the two companies. Myronivsky Hliboproduct is a marketing
and sales company for goods produced by MHP in Ukraine. The strong
legal links with the rest of the company are underlined by the
presence of cross-default/cross-acceleration provisions in
Myronivsky Hliboproduct's major loan agreements and suretyships
from operating companies generating a substantial portion of MHP's
EBITDA.

DERIVATION SUMMARY

MHP rating is mainly driven by high level of credit risks related
to a weak operating environment and high refinancing risks for the
upcoming maturity of its senior unsecured notes in 2024.

KEY ASSUMPTIONS

- Revenue broadly flat in 2023-2025 after a 7% increase in 2022

- EBITDA margin of at 12.6%-12.8% in 2023-2024, down from 13.6% in
2022

- Capex of USD140 million p.a. over the next four years

- No dividends and M&A

KEY RECOVERY RATING ASSUMPTIONS

The recovery analysis assumes that MHP would be considered a going
concern (GC) in bankruptcy and that it would be reorganised rather
than liquidated; however, this assumption may be revisited based on
how the conflict evolves.

Fitch have assumed a 10% administrative claim.

MHP's USD175 million GC EBITDA is based on 2021 EBITDA discounted
by 60% to reflect disruptions to exports and local operations
resulting from Russia's invasion, as well as vulnerability to
foreign-exchange (FX) risks and to the volatility of poultry,
grain, sunflower seeds prices, and some raw-material costs. The GC
EBITDA estimate reflects our view of the strategic importance of
MHP to provide food to the Ukrainian population and its ability to
continue to operate rather than the sustainability of the capital
structure.

Fitch uses an enterprise value (EV)/EBITDA multiple of 3.5x to
calculate a post-reorganisation valuation and to reflect the
heightened operating risks in the region and a mid-cycle multiple.

Fitch does not assume MHP's pre-export financing (PXF) facility as
fully drawn in its analysis. Unlike a revolving credit facility
(RCF), a PXF facility has several drawdown restrictions and the
availability window is limited to only part of the year. Operating
company bank debt and PXF facilities are treated as prior-ranking
debt in its waterfall analysis.

The principal waterfall analysis generates a ranked recovery for
the senior unsecured debt in the 'RR5' category, leading to a 'C'
rating for senior unsecured bonds. The waterfall analysis output
percentage based on current metrics and assumptions is 20%.

RATING SENSITIVITIES

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

- An upgrade is unlikely at present unless MHP resumes export
activities, improves its liquidity position and sees a relaxation
of the restrictions on cross-border FX payments

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

- Evidence of a default or default-like event including, entering
into a grace period, a temporary waiver or standstill following
non-payment of a financial obligation, announcement of a distressed
debt exchange or uncured payment default

LIQUIDITY AND DEBT STRUCTURE

Limited Liquidity: As of end-2022, Fitch assumes MHP had about
USD300 million of cash, of which USD255 million was held outside of
Ukraine, which the company can utilise for its agricultural
operations and to service its debt. Fitch believes MHP has
sufficient liquidity to cover operating needs and the USD49 million
coupon payment on senior unsecured bonds due in spring 2023.
However, Fitch sees high refinancing risks for the bank financing
as well as potential disruptions to export flows, which is captured
by the IDR.

ISSUER PROFILE

MHP is the largest poultry producer and exporter in Ukraine (2021
revenue of USD2.3billion). Vertical integration into crop growing
allows the company to generate high EBITDA margins and enhances its
competitiveness in export markets.

ESG CONSIDERATIONS

MHP has an ESG Relevance Score of '4' for group structure,
reflecting related-party loans. This has a negative impact on its
credit profile and is relevant to the rating in conjunction with
other factors.

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

   Entity/Debt             Rating            Recovery   Prior
   -----------             ------            --------   -----
MHP SE             LT IDR    CC     Upgrade               C

                   LC LT IDR CC     Upgrade               C

   senior
   unsecured       LT        C      Affirmed    RR5       C

MHP Lux S.A.

   senior
   unsecured       LT        C      Affirmed    RR5       C

PJSC Myronivsky
Hliboproduct       LT IDR    CC     Upgrade               C

                   LC LT IDR CC     Upgrade               C

                   Natl LT   CC(ukr)Upgrade            C(ukr)


MHP SE: Moody's Affirms 'Caa3' CFR, Outlook Remains Negative
------------------------------------------------------------
Moody's Investors Service affirmed MHP SE's Caa3 corporate family
rating and downgraded its probability of default rating to Ca-PD
from Caa3-PD. Moody's also affirmed the national scale rating (NSR)
of MHP at Caa3.ua. The outlook on MHP's ratings remains negative.


RATINGS RATIONALE

"The downgrade of MHP's PDR to Ca-PD reflects (1) Moody's view that
the company does not have sufficient liquidity to repay the USD500
million eurobonds due May 2024, which elevates the risk of default
and (2) expectations that the challenging macro-economic
environment in Ukraine (Ca stable), including disruption to
infrastructure and population displacement, will continue to weigh
on the company's performance," says Sebastien Cieniewski, Moody's
lead analyst for MHP. MHP had approximately USD317 million of cash
as of September 30, 2022, and Moody's does not expect the company
to have access to capital markets or generate sufficient cash over
the next year to repay the bonds due in 2024. MHP will likely look
to restructure these instruments, including through a potential
extension of their maturity, which Moody's would likely consider a
distressed exchange, a type of default under Moody's definitions.

At the same time, the affirmation of the Caa3 CFR reflects Moody's
view of the potential for relatively limited losses for creditors
in a restructuring scenario. Russia's invasion of Ukraine hurt
MHP's EBITDA and cash flow generation, although the company has
shown some resilience by maintaining a high level of production.
For example, poultry production volume in Ukraine decreased by only
7% to 515,488 tonnes in the first nine months of 2022 compared to
551,729 tonnes during the same period last year.

On February 10, 2023, Moody's downgraded the Government of
Ukraine's foreign and domestic currency long-term issuer ratings
and foreign currency senior unsecured debt ratings to Ca from Caa3
and changed the outlook to stable from negative. Ukraine's local-
and foreign-currency ceilings have been lowered to Caa3 from Caa2.
The downgrade of Ukraine's ratings to Ca is driven by the increase
in risks to government debt sustainability against the backdrop of
the protracted military conflict with Russia and its implications
for the economy and public finances.

Moody's projects that MHP will generate weaker EBITDA and
moderately negative to break-even free cash flow (FCF) in 2023,
driven in part, but not exclusively by, an unstable operating
environment precipitated by the war and lower poultry prices.
Moody's also expects the company to renew most of its local bank
facilities, part of which MHP uses for working capital purposes.

In March 2022, MHP announced that it had secured bondholder
approval to postpone first interest payments for 2022 on each of
its bonds and also requested its bank lenders to postpone debt
servicing. At the publication of its Q3 2022 results, MHP announced
that it expected to pay in full and on time all bond coupons
deferred across Q4 2022 and Q1 2023.  According to the company, MHP
has paid all deferred coupons as of February 3, 2023, with none
remaining outstanding.

OUTLOOK

The negative rating outlook reflects continued high risks to credit
quality, including potential recovery for bondholders, in the midst
of the invasion. Disruptions in exports add uncertainty.

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

MHP's CFR is at the level of Ukraine's local and foreign currency
country ceiling, making an upgrade of ratings unlikely absent a
change in the sovereign ratings or ceilings. Further downgrade
could be driven by a sovereign downgrade, further weakening in
MHP's credit profile as a result of pronounced physical damage to
assets, market and logistics disruptions, cash flow generation and
impaired liquidity, or a change in Moody's recovery expectations.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Protein and
Agriculture published in November 2021.

COMPANY PROFILE

MHP, domiciled in Cyprus, is one of Ukraine's leading
agro-industrial groups. The company's operations include the
production of poultry and sunflower oil, and the production and
sale of convenience foods. The company is vertically integrated
into grain and fodder production and has one of the largest land
banks in Ukraine. Perutnina Ptuj, MHP's subsidiary, is a leading
poultry and meat-processing producer in the Balkans with production
assets in Slovenia, Croatia, Serbia, Bosnia and Herzegovina.




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F I N L A N D
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REN10 HOLDING: S&P Affirms 'B' ICR, Outlook Stable
--------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on Finnish
rental equipment firm Ren10 Holding AB (Renta Group) and its 'B'
issue rating on the group's EUR350 million senior secured notes.
The recovery rating on the debt is unchanged at '4', indicating its
expectation of modest recovery prospects (30%-50%; rounded
estimate: 35%) in the event of a payment default.

S&P also assigned its 'B' issue rating to the new EUR200 million
senior secured term loan, which ranks pari passu with the EUR350
million senior secured notes.

S&P said, "The stable outlook reflects our expectation that Renta
Group will achieve S&P Global Ratings-adjusted EBITDA margins of
above 35% in 2022 and 2023. We also expect the group to maintain an
adjusted debt-to-EBITDA ratio of less than 4x and positive free
operating cash flow (FOCF) from 2023.

"We expect that Renta Group's adjusted gross debt will rise toward
EUR700 million in 2023. Renta Group will use the proceeds of the
new EUR200 million loan to repay EUR35 million drawn from its RCF.
We expect that the group will use the remaining EUR165 million in
proceeds for general corporate purposes and bolt-on mergers and
acquisitions. We also anticipate debt to EBITDA of close to 4.0x in
2023, reducing toward 3.8x in 2024. Although the rise in debt slows
our deleveraging projections, it will have only a marginal effect
on the group's key credit metrics. In addition, Renta Group's
robust operating performance means that its EBITDA continues to
grow organically, alongside the EBITDA accretion from bolt-on
acquisitions. We expect Renta Group's FOCF to be negative in 2022,
owing to higher capital expenditure (capex), but expect that it
will be positive in 2023. Slightly higher interest costs due to the
increase in gross debt and the exposure to floating rates will
cause the group's cash costs to rise. With this in mind, we
forecast funds from operations (FFO) cash interest coverage of
above 3.5x in 2023 and 2024. Overall, we expect Renta Group to
maintain credit metrics commensurate with the current ratings.

"We expect that Renta Group will continue to grow externally in
2023. We continue to expect growth in Renta Group's topline. We
forecast that the group's sales will be above EUR450 million in
2023, supported by the acquisitions of Uprent and Lars & Erik
Maskin in June 2022 and Lohke in August 2022. Furthermore, the new
loan should enable the group to continue its acquisitive strategy
in 2023 to expand its footprint in the Nordics. We expect that
Renta Group's 2022 results will be in line with our forecasts, with
a revenue increase of about 50%. We also estimate double-digit
sales growth in 2023, given the group's appetite for acquisitions
(see "Finland-Based Rental Equipment Company Renta Group Assigned
'B' Rating; Outlook Stable," published Oct. 19, 2022). Furthermore,
we estimate that the group's profitability will remain above 35% in
2022 and 2023.

"The stable outlook reflects our expectation that Renta Group will
achieve good organic revenue growth and adjusted EBITDA margins of
above 35% in 2022 and 2023. At the same time, we expect an adjusted
debt-to-EBITDA ratio of less than 4x and positive FOCF.

"We could lower the ratings if Renta Group demonstrated weaker
revenue and margins amid unfavorable market conditions or
heightened competition, or if it burned through a sizable amount of
cash without reducing capex in a timely manner. FFO to debt of less
than 12% and debt to EBITDA exceeding 5x for a prolonged period due
to significant acquisitions, and with no prospect of a recovery,
would also put downward pressure on the ratings.

"We could raise the ratings if Renta Group further diversified its
geographical footprint and product and services portfolio, and
gained market share in its existing service areas, while
maintaining its EBITDA margins above 35%. At the same time, we
would expect Renta Group to build a track record of adjusted debt
to EBITDA of sustainably below 4x and positive FOCF of above EUR25
million."

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 Renta Group, because
we view financial sponsor-owned companies with aggressive financial
risk profiles as demonstrating corporate decision-making that
prioritizes the interests of the controlling owners, who typically
have finite holding periods and a focus on maximizing shareholder
returns.

"Environmental and social factors are a neutral consideration
overall in our credit rating analysis. Despite its exposure to the
construction sector, Renta Group's long-term growth prospects are
supported by the structural shift toward equipment rental rather
than ownership, with equipment reused for five-to-seven years on
average. This allows the group's customers to meet their corporate
social responsibility targets in terms of compliance with
regulations, safety standards, and carbon-footprint reduction. In
our view, Renta Group will comfortably meet the capex requirements
for a new fleet of more environmentally sustainable rental
equipment that satisfies rising demand from its customers."




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

TK ELEVATOR: Fitch Alters Outlook on 'B' LongTerm IDR to Negative
-----------------------------------------------------------------
Fitch Ratings has revised the Outlook on TK Elevator Holdco GmbH's
(TKE) Long-Term Issuer Default Rating (IDR) to Negative from Stable
and affirmed the IDR at 'B'. Fitch has also affirmed the senior
secured debt of TK Elevator Midco GmbH and TK Elevator U.S. Newco,
Inc. at 'B+'/'RR3' and TKE's senior unsecured rating at
'CCC+'/'RR6'.

The revision of the Outlook reflects Fitch's view that the
company's key financial metrics will remain below the expected
level for a 'B' rating longer than previously forecast.

The company's gross and net leverage remained significantly above
our prior expectations at the financial year ending September 2022
(FY22).If these metrics remain above the downgrade sensitivities
through the medium term, it will likely result in a downgrade.
Fitch also expects that TKE's free cash flow (FCF) margins could
remain outside the downgrade sensitivity of 2% until FY24, and they
are highly dependent on working capital flows.

TKE's ratings are supported by its good market position in the
elevator sector, comfortable liquidity, potential for further
profitability improvement and growth of recurring and stable
revenues on maintenance and modernisation services.

KEY RATING DRIVERS

Still High Leverage: TKE's capital structure has been characterised
by high leverage for a 'B' rating since the company was spun-off
from thyssenkrupp AG in mid-2020. Fitch believes this key ratio
will remain elevated through the medium term. At end-FY22, EBITDA
gross and net leverage stood at 9.4x and 8.7x, respectively, levels
which have remained broadly stable over the past three years, but
outside the sensitivities for the rating.

The elevated leverage is due to a steady rise in gross debt (EUR9.8
billion at end-FY22), which has been increasing broadly in
proportion with EBITDA over the past three years. Fitch expects
leverage to increase due to the strengthening US dollar (0.7x
EBITDA leverage increase in FY22), reflecting the high proportion
of US dollar-denominated debt, compared with US dollar-sourced
earnings. This has caused an increase in gross debt on conversion
to euros, but will be reversed if the US dollar declines against
the euro, as has been the case since end-FY22. However, some of the
increase in debt is structural, such as the use of factoring, which
Fitch treats as debt.

Weaker Deleveraging Path: Fitch forecasts some leverage improvement
in the short to medium term from rising earnings and FCF
generation, but now expects a slower reduction in leverage in FY23
and beyond relative to its prior base case. Fitch's rating case
shows EBITDA-based gross and net leverage above 7x and 6x,
respectively, at end-FY26. Lack of evidence of gradual deleveraging
will likely lead to a downgrade.

Subdued FCF: TKE's FCF margins will likely remain outside its
negative sensitivity of 2% in FY23, but should return to over 2% in
FY24. Fitch forecasts FCF generation will be affected by
restructuring and high interest costs in FY23-24. Beyond then,
Fitch expects the company will have the capacity to increase its
FCF margin to above 3% on a sustained basis, supported by a rise in
underlying earnings, no dividend payments and low capex
requirements.

Slow Margin Improvement: Fitch expects recent price actions and
further cost-cutting measures will drive absolute EBITDA growth,
albeit more slowly than Fitch previously expected. In FY23 and
FY24, Fitch forecasts the EBITDA margin to rise to around 12.8% and
13.1%, respectively. In FY22, the Fitch-adjusted EBITDA margin of
12.2%, was broadly in line with the prior year but below its
previous expectations. The previously expected profitability
improvement has been slowed by high inflation and long-lasting
pandemic restrictions in China, weakening the positive effects of
cost-cutting measures.

Good Market Position. TKE's position, scale and broad service
network give it an advantage over many competitors, while its
global footprint serves as a potential benefit in streamlining its
cost structure. TKE is the global number four player in the
elevator industry, with a market share of around 13%. Approximately
two-thirds of the global market is dominated by four companies,
including TKE, with the remainder shared by many smaller players.

Limited Business Profile. TKE's business profile is constrained by
its narrow product range and end-customer exposure, relative to
many other diversified industrials companies. The company chiefly
makes and services elevators and is dependent to some degree on
property construction cycles. Offsetting this is TKE's strong
cycle-proof maintenance business and the good geographic
diversification of its business, which limits the effect of the
cyclicality in the property sector.

DERIVATION SUMMARY

TKE's present profitability and cash flows have been somewhat lower
than that of direct peers such as OTIS Worldwide Corporation,
Schindler Holding Limited or KONE Oyj, which benefit from a more
streamlined cost structure, as well as other high-yield diversified
industrials issuers such as INNIO Group Holding GmbH (B/Stable) or
Ammega Group B.V. (B-/Stable) companies, which like TKE specialise
in a fairly narrow range of products.

TKE's gross and net leverage are also weaker than most similarly
rated peers and the sectors for the rating over the medium term,
despite Fitch's expectations of de-leveraging. TKE exhibits a
superior business profile than companies such as INNIO and Ammega,
with much greater scale and global diversification as well as a
stronger market position and less vulnerability to economic cycles
and shocks

KEY ASSUMPTIONS

- Revenue to increase 3.3% in FY23, 2.5% in FY24, 2.8% in FY25

- EBITDA margin improving to 12.8% in FY23, 13.1% in FY24, 13.2% in
FY25 due to cost-cutting measures and price increases

- Capex at around 1.5% of revenue

- No dividend payments

- Restructuring costs EUR150 million in FY23-24

- Revolving credit facility (RCF) repayment until end of FY23

RECOVERY ASSUMPTIONS:

Fitch's recovery analysis follows the bespoke analysis for issuers
in the 'B+' and below range with a going-concern (GC) valuation
yielding higher realizable values in a distress scenario than
liquidation. This reflects the globally concentrated market of
elevator manufacturers, where the top four companies have almost a
70% total market share. TKE holds the number four position, has a
robust business profile with sustainable cash flow generation
capacity, defensible market position and products that are strongly
positioned on the global market.

Fitch assumes a GC EBITDA of around EUR840 million would result in
marginally but persistently negative FCF, effectively representing
a post-distress cash flow proxy for the business to remain a GC. In
this scenario, TKE depletes internal cash reserves due to less
favorable contractual terms with customers, which Fitch assumes
could help the company in rebuilding the order book
post-restructuring.

Fitch applies a 6x distressed EV/EBITDA multiple. This leads to a
total estimated EV of EUR5,040 million. A leading market position,
high recurring revenue base and international manufacturing and
distribution diversification justify this approach.

Fitch views factoring as super senior financial debt hence ranks
behind senior secured debt. Fitch assumes the EUR992million RCF is
fully drawn in a distress scenario while a local facility of EUR335
million is eliminated from the waterfall analysis as it is
cash-collateralised.

After deducting 10% for administrative claims and considering
priority of enforcement of factoring, the total senior secured debt
of EUR8,410 million and senior unsecured debt of EUR1,640 million
in total, its waterfall analysis generated a ranked recovery in the
RR3 band, indicating a 'B+' instrument rating, one notch higher
than the IDR, for the senior secured loans and notes totalling
EUR7,417 million issued by TK Elevator Midco GmbH and TK Elevator
U.S. Inc. The waterfall analysis output percentage on current
metrics and assumptions was 52%.

Using the same assumptions, its waterfall analysis output for the
senior unsecured EUR996 million notes issued by TK Elevator Holdco
GmbH generated a ranked recovery in the RR6 band indicating an
instrument rating of 'CCC+'. The waterfall analysis output
percentage on current metrics and assumptions was zero.

RATING SENSITIVITIES

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

- EBITDA leverage below 6x

- EBITDA margin above 13.5%

- EBITDA/interest paid above 3x

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

- EBITDA leverage above 7.5x by FY25 with a lack of positive
momentum in deleveraging displayed in the years up to FY25

- EBITDA margin below 12%

- FCF margin under 2%

- EBITDA/interest paid below 2x

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity. At end-September 2022, the company had
EUR686 million of reported cash and short-term financial
investments, which Fitch adjusts by 1% for intra-year operating
needs. The EUR992 million RCF maturing in 2027 was drawn to EUR153
million, but Fitch expects this to be repaid in FY23 with FCF.
Fitch assesses TKE's liquidity position as comfortable over the
forecast period, based on the expected undrawn RCF and FCF margins
of around 2% and 3% in FY23 and FY24. This is supported by a light
capex business model and lack of dividend payments.

Debt Structure. TKE has a long-term debt maturity schedule, with
the senior secured debt maturing in mid-2027, while the senior
unsecured debt matures in mid-2028. Although maturities are
distant, Fitch believes the company's financial flexibility has
weakened due to high bullet refinancing risk, lower coverage ratios
and high leverage.

ISSUER PROFILE

TKE is the global number four manufacturer in elevator technology
and generated revenue of EUR8.5 billion and an EBITDA margin of
12.2% in FY22. Its product portfolio includes passenger and freight
elevators, escalators and moving walkways, passenger boarding
bridges, stair and platform lifts, which is complemented by a
recurring, largely resilient, service & modernisation business.

ESG CONSIDERATIONS

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

   Entity/Debt             Rating           Recovery    Prior
   -----------             ------           --------    -----
TK Elevator
Holdco GmbH           LT IDR B    Affirmed                B

   senior unsecured   LT     CCC+ Affirmed     RR6      CCC+

TK Elevator U.S.
Newco, Inc.

   senior secured     LT     B+   Affirmed     RR3        B+

TK Elevator Midco
GmbH

   senior secured     LT     B+   Affirmed     RR3        B+




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

NASSAU EURO II: Fitch Assigns 'B-sf' Final Rating on Class F Notes
------------------------------------------------------------------
Fitch Ratings has assigned Nassau Euro CLO II DAC final ratings as
detailed below.

   Entity/Debt              Rating        
   -----------              ------        
Nassau Euro CLO
II DAC

   A XS2556942949        LT AAAsf  New Rating

   B-1 XS2556943160      LT AAsf   New Rating

   B-2 XS2556943327      LT AAsf   New Rating

   C XS2556943673        LT Asf    New Rating

   D XS2556943830        LT BBB-sf New Rating

   E XS2556944135        LT BB-sf  New Rating

   F XS2556944218        LT B-sf   New Rating

   Subordinated Notes
   XS2556945538          LT NRsf   New Rating

TRANSACTION SUMMARY

Nassau Euro CLO II DAC is a securitisation of mainly senior secured
obligations with a component of senior unsecured, mezzanine,
second-lien loans and high-yield bonds. Note proceeds were used to
purchase a portfolio with a target par of EUR400 million. The
portfolio is actively managed by Nassau Corporate Credit (UK) LLP
(Nassau). The collateralised loan obligation (CLO) has a two-year
reinvestment period and a six-and-a-half-year weighted average life
test (WAL test).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors in the 'B' category. The Fitch
weighted average rating factor (WARF) of the identified portfolio
is 24.

High Recovery Expectations (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is 65%.

Diversified Portfolio (Positive): The transaction includes various
concentration limits in the portfolio, including the top 10 obligor
concentration limit at 20% and the maximum exposure to the three
largest (Fitch-defined) industries in the portfolio at 40%. These
covenants ensure the asset portfolio will not be exposed to
excessive concentration.

Portfolio Management (Neutral): The transaction had one matrix
effective at closing corresponds to a maximum fixed rate asset
limit at 10%. It also has a two-year reinvestment period and
reinvestment criteria similar to those of other European
transactions. Fitch's analysis is based on a stressed-case
portfolio with the aim of testing the robustness of the transaction
structure against its covenants and portfolio guidelines.

Class F Delayed Issuance (Neutral): On the issue date, the issuer
will subscribe for the class F notes at par for a zero net cash
price. Following the issue date, the issuer may be required to sell
the class F notes at the discretion of the subordinated
noteholders. In Fitch's view, the issue of the class F notes would
reduce available excess spread to cure the reinvestment
over-collateralisation test by the class F interest amount.
Consequently, Fitch has modelled the deal assuming the tranche is
issued on the issue date to reflect the maximum stress the
transaction could withstand if that occurs.

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the identified portfolio would have no impact on the class A and D
notes but would lead to downgrades of no more than two notches for
the remaining notes.

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

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

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

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

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

DATA ADEQUACY

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

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.




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

JUSAN GARANT: S&P Affirms 'BB-' ICR & Alters Outlook to Stable
--------------------------------------------------------------
S&P Global Ratings revised its outlook on Kazakhstan-based insurer
Jusan Garant to stable from negative. At the same time, S&P
affirmed its 'BB-' issuer credit and financial strength ratings on
the insurer and its 'kzA-' Kazakhstan national scale rating.

S&P's outlook revision on Jusan Garant follows a substantial
improvement in the company's regulatory solvency well above the
required minimum and recovery of its capital adequacy to the 'AA'
level of its capital model.

Jusan Garant reported a solvency deficit (according to the
regulator's solvency calculations) in its financial statements for
April 1, 2022. The reason for the solvency deficit was the
insurer's exposure to Russia-related distressed assets--represented
by deposits and bonds in Kazakhstani subsidiaries of Russian banks,
government debt and corporate bond --which accounted for about 25%
of the company's total investment portfolio at the same date.

Jusan Garant subsequently submitted to the regulator a recovery
plan to restore solvency and then exceeded the targets within the
plan, improving the regulatory solvency ratio to consistently above
the required minimum (2.4x as of Jan. 1, 2023). The plan included
the control of expenses, the early termination and reduction to a
minimal level of the company's deposits in unrated banks, mostly
Kazakhstan-based subsidiaries of Russian banks, and the reduction
of negative implications of asset valuations and credit risk
exposures to Russia.

S&P said, "Our ratings reflect Jusan Garant's established market
position, with a 7.7% market share based on gross premium written
(GPW) in the Kazakhstan property/casualty (P/C) insurance sector in
2022. The company reported good underwriting results, with a net
combined (loss and expense) ratio of 97% as of year-end 2022, which
compared well to the market average. In addition, Jusan Garant
reported robust profitability, with a return on equity at about 15%
on average and return on assets at 5% as of Jan. 1, 2023. In our
base-case scenario, we think the company's premium will remain flat
over 2023. We estimate the insurer will report a net P/C combined
ratio below 99% in 2023 on the back of good risk selection and
further cost-optimization measures. In 2023, we expect a return on
equity of above 12% and annual net profit of at least Kazakhstani
tenge (KZT) 2 billion. We also expect the company's capital
adequacy will remain at least at the 'A' capital level benchmark in
2023 and that total equity will exceed $30 million. However, on a
comparative basis, we consider that the company's capital and
earnings could be somewhat pressured, due to the rapid premium
growth in 2021-2022, still-high share of motor line in the
insurance portfolio, and ongoing challenges and volatility in the
operating conditions in Kazakhstan.

"The stable outlook reflects our expectation that within next 12
months Jusan Garant will maintain its competitive standing together
with solid underwriting performance, a sustainable capital cushion
at least at the 'A' level, and sufficient investment portfolio
quality."

Downside scenario

S&P sees a negative scenario as unlikely unless Jusan Garant's
capital position weakens due to worse-than-expected operating
performance, resulting in higher investment losses than it
currently anticipates.

Upside scenario

S&P could consider a positive rating action in the next 12 months
if it saw capital adequacy sustainability at least at the 'A' level
on the back of its profitable premium growth, and if Jusan Garant's
maintained investment allocation in investment-grade instruments.

Ratings actions also hinge on S&P's view of potential constraints
on Jusan Garant's overall financial strength stemming from the
wider group's creditworthiness.

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




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

FORTUNA CONSUMER 2023-1: DBRS Gives Prov. CCC Rating on F Notes
---------------------------------------------------------------
DBRS Ratings GmbH assigned provisional ratings to the notes to be
issued by Fortuna Consumer Loan ABS 2023-1 Designated Activity
Company (the Issuer) as follows:

-- Class A Notes at AAA (sf)
-- Class B Notes at AA (sf)
-- Class C Notes at A (high) (sf)
-- Class D Notes at BBB (sf)
-- Class E Notes at BB (low) (sf)
-- Class F Notes at CCC (sf)
-- Class X Notes at BBB (sf)

DBRS Morningstar did not assign provisional ratings to the Class G
Notes also expected to be issued in this transaction.

The provisional ratings are based on information provided to DBRS
Morningstar by the Issuer and its agents as of the date of this
press release. These ratings will be finalized upon a review of the
final version of the transaction documents and of the relevant
opinions. If the information therein were substantially different,
DBRS Morningstar may assign different final ratings to the notes.

The ratings of the Class A and Class B Notes address the timely
payment of scheduled interest and the ultimate repayment of
principal by the legal final maturity date. The ratings of the
Class C, Class D, Class E and Class F Notes address the ultimate
(but timely when most senior) payment of interest and the ultimate
repayment of principal by the legal final maturity date. The rating
of the Class X Notes addresses the ultimate payment of interest and
the ultimate repayment of principal by the legal final maturity
date.

The transaction is a securitization of fixed-rate, unsecured,
amortizing consumer loans granted to individuals domiciled in
Germany and brokered through auxmoney GmbH (auxmoney) in
co-operation with Süd-West-Kreditbank Finanzierung GmbH (SWK) as
the nominal originator. CreditConnect GmbH (CreditConnect), a fully
owned affiliate of auxmoney, will act as the initial servicer.

The ratings are based on the following analytical considerations:

-- The transaction's capital structure, including form and
sufficiency of available credit enhancement;

-- Credit enhancement levels that are deemed sufficient to support
DBRS Morningstar's projected cumulative net loss assumptions under
various stressed scenarios;

-- The ability of the transaction to withstand stressed cash flow
assumptions and repay investors;

-- DBRS Morningstar's operational risk review of SWK and
auxmoney's capabilities with regard to originations and
underwriting;

-- CreditConnect's capabilities with regard to servicing;

-- The transaction parties' financial strength regarding their
respective roles;

-- The credit quality, diversification of the collateral, and
historical and projected performance of auxmoney's portfolio;

-- DBRS Morningstar's sovereign rating on the Republic of Germany,
currently at AAA with a Stable trend; and

-- The expected consistency of the transaction's legal structure
with DBRS Morningstar's "Legal Criteria for European Structured
Finance Transactions" methodology.

TRANSACTION STRUCTURE

The transaction has a scheduled revolving period of 12 months with
separate interest and principal waterfalls for the available
distribution amount. After the end of revolving period, the notes
will be repaid sequentially, except for the Class X Notes that will
start redemption during the revolving period prior to other classes
of notes unless there is a breach of an early termination event.

The transaction benefits from an amortizing liquidity reserve
funded at closing by the issuance proceeds of the Class X Notes,
which is only available to the Issuer in restricted scenarios where
the interest and principal collections are not sufficient to cover
the shortfalls in senior expenses, interests on the Class A Notes
and, if not deferred, the interest payments on other classes of
rated notes (excluding the Class X Notes).

Principal available funds may be used to cover certain senior
expenses and interest shortfalls which would be recorded in the
transaction's principal deficiency ledger (PDL) in addition to the
defaulted receivables. The transaction includes a mechanism to
capture excess available revenue amount to cure PDL debits and also
interest deferral triggers on the subordinated classes of notes
(excluding the Class X Notes), conditional on the PDL debit amount
and seniority of the notes.

The Issuer is expected to enter into an interest rate cap to
mitigate the interest rate mismatch risk in the transaction between
the fixed rate collateral and floating rate notes. The cap notional
amount is based on the outstanding amount of the floating-rate
notes and certain prepayment and default assumptions.

COUNTERPARTIES

Citibank Europe plc (Citibank Europe) is the account bank for the
transaction. DBRS Morningstar has Long-Term Issuer Rating of AA
(low) on Citibank Europe, which meets its criteria to act in such
capacity. The transaction documents contain downgrade provisions
relating to the account bank consistent with DBRS Morningstar's
criteria.

BNP Paribas SA (BNP Paribas) is the interest rate cap provider for
the transaction. DBRS Morningstar has a Long-Term Issuer Rating of
AA (low) on BNP Paribas, which meets its criteria to act in such
capacity. The transaction documents also contain downgrade
provisions consistent with DBRS Morningstar's criteria.

Notes: All figures are in euros unless otherwise noted.




===========
T U R K E Y
===========

TURKISH AIRLINES: Fitch Hikes LongTerm IDRs to 'B+', Outlook Neg.
-----------------------------------------------------------------
Fitch Ratings has upgraded Turk Hava Yollari Anonim Ortakligi's
(Turkish Airlines or THY) Long-Term Foreign- and Local-Currency
Issuer Default Ratings (IDR) to 'B+' from 'B'. The Outlook is
Negative. Fitch has affirmed Turkish Airline's Bosphorus class A
pass-through certificates series 2015-1A's long-term rating at
'BB-'.

The upgrade reflects THY's stronger than expected performance,
which led us to revise THY's Standalone Credit Profile (SCP) to
'bb-' from 'b'. The IDR is constrained at one notch above Turkiye's
sovereign rating of 'B'/Negative. The Negative Outlook mirrors that
on the sovereign rating.

Bosphorus's rating reflects the bottom-up approach under Fitch's
Aircraft Enhanced Equipment Trust Certificates (EETC) Rating
Criteria and is capped at two notches above Turkiye's Country
Ceiling of 'B' under Fitch's Non-Financial Corporates Exceeding the
Country Ceiling Rating Criteria.

The revision of the SCP was driven by its updated rating case
forecast. This followed the company's fast paced recovery in 2022
on the back of passenger demand growth, healthy pricing offsetting
cost inflation, as well as the continuation of strong cargo
performance in 2022, leading to funds from operations (FFO)
adjusted gross leverage improving to around 3x from 2022 onwards.
THY benefits from a diversified network, strong position in the
domestic market and a highly competitive cost base. However, it
remains exposed to the volatile Turkish lira and weak Turkish
economy.

KEY RATING DRIVERS

Recovery Faster Than Expected: THY's revenue passenger kilometers
(RPK) in FY22 exceeded 2019 levels by 6.2%, the only network
carrier in EMEA to achieve this. This was a strong rebound, given
the airline's exposure to long-haul intercontinental traffic, a
segment that Fitch expects to recover slower than short haul. THY
benefited from less stringent travel restrictions than other
European carriers, especially on transatlantic routes, and was able
to capture demand amid weaker capacity deployment from other
network carriers.

Fitch expects continued growth in THY's capacity in 2023, in line
with its fleet growth plans. This will be supported by proactive
route management and pent-up leisure demand, with Turkey an
attractive holiday destination in Europe, partly due to its weaker
currency.

SCP Revision Reflects Deleveraging: Along with demand recovery, THY
also achieved record level of profits as it was able to achieve
pricing growth exceeding cost inflation in the passenger segment,
while the cargo business remained strong in 2022. For 2023-2025,
Fitch expects passenger revenues to grow at an average of about 10%
per year while the cargo business normalises. This leads to its
expectation of FFO adjusted gross leverage declining to 3.1x at
end-2022 from 5.1x at end-2021 and remaining between 3.0x and 3.5x
thereafter.

Diversified Network: THY has similar scale of operations and
network breadth as other major network carriers in EMEA such as
British Airways Plc. This supports its business profile and
provides the foundation for recovery and growth. THY's base,
Istanbul, is geographically well-positioned to allow higher usage
of lower unit-cost narrow-body aircraft and serves as a solid
transit hub connecting Europe, Africa and Asia.

Manageable FX Exposure: A high share of revenue is generated in US
dollars and euros, but THY maintains its cash balances in Turkiye,
and the majority of its debt (including leases) is also in hard
currencies, mitigating THY's foreign-exchange (FX) exposure. During
9M22, THY generated around 65% of revenue in US dollars or euros.
Despite well-managed FX risk due to the geographically diversified
revenue stream, the volatile lira adds to demand volatility. A
depreciating lira has been a strong, but unsustainable, draw for
foreign tourist demand, in its view.

Government Ownership Limits IDR: THY is 49.12%-owned by Turkey
Wealth Fund (TWF), which is fully state-owned and the government
directly or indirectly nominates seven out of nine board members.
However, all of THY's non-equity funding is external and managed
autonomously with independent operations and cash management. Fitch
consequently views the access and control factor as porous under
its Parent and Subsidiary Linkage Rating Criteria, which also
reflecting the lack of legal ring-fencing, constrains THY's
Long-Term Local-Currency IDR at one notch above the sovereign
rating.

Preferential Treatment Pierces Country Ceiling: THY's Long-Term
Foreign-Currency IDR exceeds the 'B' Country Ceiling, reflecting
that airlines were exempt from the communique issued by the Turkish
government in 2022 that introduced an obligation to convert a
portion of exporters' foreign-currency revenues into lira. In
addition, nearly all of THY's hard-currency external obligations
are aircraft leases. Fitch views restriction on lease payments as
unlikely for THY, reflecting its flagship carrier status and the
risk of operational disruptions from possible aircraft
repossessions.

Bosphorus 2015-1 class A: The class A certificates' 'BB-' rating
incorporates a three-notch uplift from THY's IDR of 'B+', capped at
two notches above Turkiye's Country Ceiling. The notching reflects
the medium "Affirmation Factor", presence of a liquidity facility
and solid recovery prospects. The collateral consists of three 2015
vintage B777-300ERs, which Fitch views as tier 2 assets. The
transaction fails to pass Fitch's 'BBB' level stress test, due to
declining asset values. In such cases, Fitch's EETC criteria state
that the rating is achieved through the bottom-up approach and the
IDR acts as a rating floor.

DERIVATION SUMMARY

Fitch views British Airways (BB/Negative) as THY's peer, given the
similar business profile, even if British Airways benefits from a
better location to capture profitability from transatlantic
connections. Fitch assesses THY's SCP at 'bb-', which is the same
level as British Airways' SCP, but Fitch assigns lower debt
capacity to THY, given BA's more profitable route structure and
relatively stable home market conditions. However, THY's IDR is
constrained at 'B+', reflecting links with its key shareholder, the
government of Turkiye.

THY has a more robust business profile than its domestic competitor
Pegasus Hava Tasimaciligi A.S. (Pegasus; B+/Negative) due to a
larger fleet, wider geographic footprint, significantly stronger
market position and more diversified revenue base. These factors
also lead to THY having a higher debt capacity for a given rating
than Pegasus.

KEY ASSUMPTIONS

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

- Capacity deployed in 2023 about 15% higher than in 2022 with
gradual moderation in growth thereafter

- Broadly stable passenger yields per year in 2023-2026

- Cargo revenues to decline over 20% in 2023 vs. 2022 reflecting
lower air freight rates, followed by resumption of growth from
2024

- Capex in line with company's guidance for 2022-2024

- No dividend payments to 2025

- Increase in personnel costs in 2022 and 2023, in line with THY's
agreement with employees

Bosphorus 2015-1 class A:

Fitch's key assumptions within its rating case for THY include a
harsh downside scenario in which the airline declares bankruptcy,
chooses to reject the collateral aircraft, and where the aircraft
are remarketed in a severe slump in aircraft values.

RATING SENSITIVITIES

THY

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

An upgrade is unlikely, given the Negative Outlook.

- An upgrade of Turkiye's sovereign rating and Country Ceiling
would be positive for THY's IDRs. A revision of the Outlook on
Turkiye's sovereign rating would be replicated on THY.

- FFO adjusted gross leverage and EBITDAR leverage below 3.5x, FFO
fixed charge over 2.5x, all on a sustained basis could lead to an
upward revision of the SCP.

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

- A downgrade of Turkiye's sovereign rating and Country Ceiling.

- Tighter links with the government.

- FFO gross adjusted leverage and EBITDAR leverage above 4.5x, FFO
fixed charge cover below 2.0x, all on a sustained basis may lead to
a downward revision of the SCP.

Bosphorus 2015-1A

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

- An upgrade of Turkyie's Country Ceiling

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

- A downgrade of Turkiye's Country Ceiling and THY's IDR to below
'B'

Turkiye

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

- External Finances: Increased balance of payments pressures,
including sustained reduction in international reserves, for
example due to reduced access to external financing for the
sovereign or the private sector and/or sustained widening of the
current account deficit.

- Macro: Continuation of a policy mix that increases macroeconomic
and financial stability risks, for example, an inflation-exchange
rate depreciation spiral, weaker depositor confidence and/or
increased vulnerabilities in banks' balance sheets.

- Structural Features: A serious deterioration in the domestic
political or security situation or international relations that
severely affects the economy and external finances.

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

- Macro: A shift towards a credible and consistent policy mix that
stabilises confidence, improves predictability and reduces
macroeconomic and financial stability risks.

- External Finances: A reduction in external vulnerabilities, for
example due to sustained narrowing of the current account deficit,
increased capital inflows, improvements in the level and
composition of international reserves and reduced dollarisation.

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: THY's cash position of USD3,605 million as at
end-September 2022 along with short-term financial investments of
USD887 million (mostly time deposits) as well as available credit
lines of around USD3 billion were sufficient to cover short-term
debt maturities of USD2.2 billion (excluding leases). Free cash
flow is expected to remain positive assuming continued financing of
new aircraft (mostly through leases) as planned.

THY's credit lines are renewed annually. Similar to other Turkish
and emerging-market corporates the company does not pay commitment
fees. It has been successful in renewing its credit lines, and
given its state ownership, believes those lines will remain
available (these are not included in our liquidity analysis). About
half of the credit lines are with local Turkish banks with the
remainder with foreign banks in Turkiye.

ISSUER PROFILE

THY is a Turkish flagship carrier and one of the largest European
network carriers. The company operates from its new hub at Istanbul
airport.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

THY's Long-Term IDR is linked to Turkiye's sovereign rating.

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
   -----------                   ------         -----
Bosphorus Pass
Through
Certificates
Series 2015-1A

   senior secured       LT        BB- Affirmed   BB-

Turk Hava Yollari
Anonim Ortakligi
(Turkish Airlines)      LT IDR    B+  Upgrade     B

                        LC LT IDR B+  Upgrade     B




=============
U K R A I N E
=============

UKRAINE: Moody's Cuts Issuer Ratings to 'Ca', Outlook Stable
------------------------------------------------------------
Moody's Investors Service has downgraded the Government of
Ukraine's foreign- and domestic-currency long-term issuer ratings
and foreign-currency senior unsecured debt ratings to Ca from Caa3
and changed the outlook to stable from negative.

The downgrade of the ratings to Ca is driven by the effects of the
war with Russia that are likely to pose long-lasting challenges to
Ukraine's economy and public finances. These challenges increase
risks to government debt sustainability, making a debt
restructuring with significant losses for private-sector creditors
very likely.

The stable outlook reflects balanced risks at the Ca rating level,
which is consistent with a recovery in the event of default
typically in the order of 35 to 65%. A cessation of the military
conflict leading to a significant resumption of economic activity
over the near term might result in lower losses in case of a
restructuring, while in case of a further escalation of the
military conflict, the losses for private sector investors could be
larger than implied by a Ca rating.

Ukraine's local- and foreign-currency ceilings have been lowered to
Caa3 from Caa2. The one-notch gap between the local-currency
ceiling and the sovereign rating reflects considerable policy
uncertainty and unpredictability amid very high geopolitical risks,
and the presence of large pressures on the external position. The
foreign-currency ceiling is aligned to the local-currency
reflecting weak policy effectiveness and elevated indebtedness but
also the easing of some restrictions on foreign exchange
transactions after the moratorium introduced on most cross-border
payments at the start of the invasion.

RATINGS RATIONALE

RATIONALE FOR DOWNGRADING UKRAINE'S RATINGS TO Ca

The key driver of the downgrade of Ukraine's ratings to Ca is the
increase in risks to government debt sustainability against the
backdrop of the protracted war with Russia and its implications for
the economy and public finances.

Moody's estimates that real GDP contracted by around 30% in 2022
given the very large costs in terms of human losses and population
displacement as well as the significant damage to the country's
economy. While the private sector has shown some degree of
resilience and gradually adapted to the challenging circumstances,
and significant financial support from donors is being provided for
repairs and reconstruction, the war will cause long-lasting damage
to the productive capacity of key economic sectors, particularly as
a result of the recent intensification of the military attacks
targeting critical infrastructure. According to the Kyiv School of
Economics, the estimated damage to infrastructure stood at $138
billion as of December 2022, equivalent to 70% of 2021 GDP.

Moody's expects in its baseline scenario that the war will be
protracted, and the economy to register a small contraction of real
GDP by 2% in 2023, followed by a mild recovery in 2024. Moody's
growth projections assume that continuing military attacks will
prevent a significant rebound in economic activity which would be
driven by large scale reconstruction. Despite the high degree of
uncertainty surrounding the evolution of the military conflict, in
its baseline scenario, Moody's expects that macroeconomic and
financial stability will be maintained.

Ukraine's economy is supported by the four-month IMF Program
Monitoring with Board Involvement that will test the authorities'
policy implementation capacity amid exceptionally difficult
conditions as well as catalyze donor support. The program aims at
improving revenue collection, stimulating the domestic debt market,
preserving financial sector stability, and improving transparency.
Its successful implementation can pave the way for a funded program
already this year that can further anchor policymaking and improve
governance. The latter will be key to finance post-conflict
reconstruction. In Moody's view, while prospects of EU accession
remain very distant, the accession process will drive institutional
reforms and anticorruption efforts.

Nevertheless, despite large financial support from international
partners, Moody's expects that the war will continue to keep
Ukraine's public finances and external position under severe
pressure. The government deficit excluding grants is estimated to
have reached almost 30% of GDP in 2022 but the provision of
significant external support led to an estimated smaller figure of
17% of GDP. The budget will remain under significant pressure in
2023 due to large defense and social spending, although Moody's
expects the deficit to decline to around 8% of GDP (including
grants), mainly reflecting expenditure cuts amid constrained
funding availability.

The current account posted a surplus of 5.7% of GDP in 2022 as the
surplus in the income balances due to external grants more than
offset the large trade deficit. Foreign-currency reserves were in
part rebuilt after the pressure experienced in the first part of
the year and stood at $27 billion in January 2023 from $29 billion
in December 2021. The external position is better than Moody's
originally anticipated but this reflects large external support and
capital controls, including a ban on most cross-border payments,
that helped to reduce pressure on the balance of payments. That
said, Moody's expects the current account balance to move into a
small deficit in 2023, mainly driven by a widening trade deficit
reflecting reduced export capacity and sustained imports, in
particular of food, fuel, and materials for repairs.

Liquidity pressures will remain significant despite the recent
agreement to defer bond payments that offers temporary relief.

Moody's projects very large financing needs of around 20% of GDP in
2023, which are expected to be mainly covered through external
donor support and the remaining by issuances on the domestic
market. According to the IMF, Ukraine could receive as much as $40
billion in official financial support in 2023 under a baseline
scenario (equivalent to 26% of the estimated GDP in 2022, of which
about 45% are grants), mostly coming from the United States (Aaa
stable) and the European Union (Aaa stable).

The authorities are introducing measures to increase financial
institutions' participation in the domestic bond market, including
through the increase of banks' reserve requirements to be met in
part with government bonds. Potential banking system's challenges
in absorbing new government securities issuances or delays to
official disbursements could force the authorities to rely on
monetary financing also in 2023.

Ukraine's government debt burden is rapidly rising with risks to
the debt trajectory tilted to the upside. Moody's estimates that
debt-to-GDP increased by almost 35 percentage points to 82% of GDP
at end-2022 and projects it will exceed 90% of GDP at the end of
2023. While the debt trajectory is subject to a significant degree
of uncertainty depending on the evolution of the military conflict,
it also faces risks from further exchange rate depreciation given
the large share of foreign currency-denominated debt (estimated at
close to 70% at end-2022). The materialization of contingent
liabilities from SOEs, particularly from the energy and financial
sectors, although difficult to quantify, poses an additional fiscal
risk.

As a result, Moody's expects that the public debt dynamics will
prove unsustainable, increasing the likelihood of a broader debt
restructuring resulting in significant losses being imposed on
commercial creditors as official creditors demand private sector
participation.

The structure of the GDP-linked warrants issued as part of the 2015
debt restructuring also poses a fiscal risk over the medium term.
In particular, under a scenario of strong reconstruction-led growth
this could trigger large payouts on the instruments.

RATIONALE FOR THE STABLE OUTLOOK

While there is significant uncertainty around its timing and form,
a debt restructuring has become highly likely in light of the
sustained economic disruption and the large fiscal costs of the
war. The stable outlook reflects balanced risks at the Ca rating
level in terms of losses to private creditors. A cessation of the
military hostilities leading to a significant resumption of
economic activity over the near term might result in lower losses
in case of a default, while in case of a further escalation of the
military attacks, the losses for private sector investors could be
larger than implied by a Ca rating.

ENVIRONMENTAL, SOCIAL, GOVERNANCE CONSIDERATIONS

Ukraine's ESG Credit Impact Score is very highly negative (CIS-5),
reflecting moderately negative exposure to environmental risk, very
high exposure to social risks, and a very weak governance profile.
The latter, together with moderate wealth levels, helps to explain
Ukraine's relatively low resilience to E and S risks.

Ukraine is moderately exposed to environmental risks. These include
physical climate risks, waste and pollution, and natural capital
which explains its E-3 issuer profile score. Its exposure to
physical climate risk and natural capital risk is exacerbated by
the importance of the agricultural sector (both in terms of
economic contribution and employment).

Exposure to social risks is very highly negative (S-5 issuer
profile score). The ongoing military conflict and the resulting
displacement of significant parts of the population (close to 20%
of the pre-war population) have increased health and safety risks
and constrained access to basic services and housing. The economic
disruption caused by the war has led to a substantial increase in
unemployment and poverty. This will weigh on Ukraine's credit
profile for many years to come given the large fiscal needs the
reconstruction of critical infrastructure will generate.
Furthermore, large emigration will exacerbate already challenging
demographic trends and weigh on longer-term growth potential.
According to the UN estimates, the working-age population will
shrink twice faster than before the invasion by 2030.

Ukraine has a very highly negative governance profile score (G-5
issuer profile), reflecting weaknesses in the rule of law and
corruption, which hinders the business environment, as well as a
track record of sovereign defaults.

GDP per capita (PPP basis, US$): 14,326 (2021) (also known as Per
Capita Income)

Real GDP growth (% change): 3.4% (2021) (also known as GDP Growth)

Inflation Rate (CPI, % change Dec/Dec): 10% (2021)

Gen. Gov. Financial Balance/GDP: -3.3% (2021) (also known as Fiscal
Balance)

Current Account Balance/GDP: -1.9% (2021) (also known as External
Balance)

External debt/GDP: 64.8% (2021)

Economic resiliency: caa1

Default history: At least one default event (on bonds and/or loans)
has been recorded since 1983.

On February 07, 2023, a rating committee was called to discuss the
rating of the Ukraine, Government of. The main points raised during
the discussion were: The issuer's economic fundamentals, including
its economic strength, have materially decreased. The issuer's
institutions and governance strength, have not materially changed.
The issuer's fiscal or financial strength, including its debt
profile, has not materially changed. The systemic risk in which the
issuer operates has not materially changed.

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

Indications that the recovery for bondholders in the event of
default is expected to be higher than what implied by a Ca rating
could lead to upward pressure on the rating. This could be in the
context of a shorter military conflict leading to an earlier
normalization of economic conditions, helping to contain Ukraine's
financing needs and reducing risks to the sustainability of
Ukraine's government debt.

Ukraine's ratings could be downgraded if a more severe military
conflict were to give rise to a further increase in debt
sustainability risks, liquidity and external pressures, increasing
the likelihood of a debt restructuring that would result in losses
in excess of 65%.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Sovereigns
published in November 2022.




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

ALEXANDER SLOAN: Declared in Default, Receives One Valid Claim
--------------------------------------------------------------
International Adviser reports that the Financial Services
Compensation Scheme (FSCS) declared Glasgow-based Alexander Sloan
Financial Planning in default on February 15, 2023.

According to International Adviser, the FCA Register shows that the
business stopped being authorised from February 16, 2021, and
Companies House filings indicate it received a court order to wind
up on June 28, 2022.

The FSCS said it currently has one valid claim against Alexander
Sloan for pension transfer advice, which is not related to the
British Steel Pension Scheme (BSPS), International Adviser
relates.


CATH KIDSTON: Hilco Capital Exploring Sale of Business
------------------------------------------------------
Business Sale reports that UK high street investor Hilco Capital is
reportedly exploring a sale of homewear retailer Cath Kidston, just
eight months after acquiring the business.

According to city sources quoted by Sky News, Hilco is lining up
PricewaterhouseCoopers (PwC) to advise on a potential sale of the
brand, Business Sale notes.

It is so far unclear how a potential sale of the brand would be
structured, if Hilco would pursue a full sale of the company or
what kind of valuation would be attached to the retailer, Business
Sale states.  It has been reported that Hilco has already been
approached by several potential buyers, Business Sale relays.

Hilco Capital acquired Cath Kidston from previous owner Baring
Private Equity Asia (BPEA) in summer 2022, Business Sale recounts.


Cath Kidston was founded by the designer of the same name in 1993,
going on to become a major UK retailer, with an extensive high
street presence.  Like many high street giants, the company was
severely impacted by the COVID-19 pandemic and enforced closure
during lockdown, Business Sale discloses.

This exacerbated existing issues at the retailer, which had been in
the midst of a turnaround plan when the pandemic struck, Business
Sale states.  The company last filed accounts at Companies House
for the year ending March 25, 2018, reporting a GBP10.5 million
EBITDA loss, which it blamed on upward cost pressures and adverse
market conditions, according to Business Sale.

The company entered administration in April 2020, undergoing a
pre-pack administration which resulted in the closure of all 60 of
its UK high street locations, with the business continuing to trade
online and via wholesale and franchise outlets, Business Sale
relays.  The retailer also has more than 100 international
locations.


DAWNFRESH SEAFOODS: Bought Out of Administration by Mowi ASA
------------------------------------------------------------
Scott Wright at The Herald reports that administrators for
Dawnfresh Seafoods have sold the stricken company's fish farming
subsidiary, saving nearly 70 jobs.

According to The Herald, Dawnfresh Farming has been bought out of
administration by Mowi Scotland, a subsidiary of the Bergen-based
international seafood farming and processing business Mowi ASA, for
an undisclosed sum.

The deal has safeguarded 67 jobs and includes seven fish farms and
five hatcheries, The Herald discloses.  Six of the fish farms are
based in Scotland, in locations such as Loch Etive, Glen Devon and
Kinnaird near Brechin, and one is in Northern Ireland.

Dawnfresh Seafoods fell into administration last February after
running into unsustainable cash flow problems, despite investment
to upgrade plant, improve efficiency and reduce costs, The Herald
recounts.

The company's processing plant in Uddingston was closed immediately
with the loss of 200 jobs, though administrators at FRP Advisory
quickly found a buyer for RR Spink & Sons, an Arbroath-based
subsidiary, The Herald states.  RR Spink was sold to Lossie
Seafoods in a deal that saved 249 jobs, The Herald notes.

Forty jobs were then saved after FRP sold the Dawnfresh fish
processing facility in Uddingston to Thistle Seafoods, according to
The Herald.

Dawnfresh Farming has remained a solvent trading subsidiary while
its parent group has been in administration, The Herald notes.  The
company, which turned over GBP20.4 million in the year to March 27,
2022, supplies trout to a wide range, wholesale, food service and
export customers.


FERGUSON MARINE: New Calls for Independent Public Inquiry Made
--------------------------------------------------------------
Martin Williams at The Herald reports that the resignation of
Nicola Sturgeon as First Minister has come as new calls were being
made for an independent public inquiry into the ferry fiasco after
the Herald revealed nearly half a billion pounds has been ploughed
into the shipyard firm at the centre of the debacle.

According to The Herald, analysis of the money trail based on the
Scottish Government's own accounting and audits revealed that the
cost to the taxpayer of supporting Ferguson Marine both before and
after it forced its nationalisation has soared to more than GBP450
million.

As news of Ms. Sturgeon stepping down emerged, Jim Sillars, former
deputy leader of the SNP said that she had presided over a
"catalogue of failures" including that of the lifeline ferry fleet,
The Herald notes.

The amount of money pumped into the nationalised ferry delivery
firm now exceeds the soaring costs of the Scottish Parliament
building, The Herald discloses.

Early estimates before the referendum of 1997, that the Holyrood
building would cost between GBP10 million and GBP40 million would
become an embarrassment, as the iconic building ended up costing
GBP414 million, The Herald states.

Ministers have now overspent against the budget of Ferguson Marine
to the tune of over GBP120 million over the last three years alone
in the wake of continuing delays in the production of the ferries
being built to serve island communities, The Herald discloses.
Their delivery has been put back been over five years in the wake
of the soaring costs, The Herald states.  It spent double the
budget for Ferguson Marine in 2021/22 alone, The Herald notes.

The Scottish Government has sanctioned the ploughing in of just
over GBP330 million into Ferguson Marine since it was nationalised
at the end of 2019 -- including a further GBP60.9 million budgeted
for the next financial year -- with the firm's key aim to deliver
the ferries, The Herald relates.

Transport Scotland's business case for the ferries project was just
GBP72 million while Audit Scotland's latest update last year
expected the final cost of the project to rise to between GBP238.6
million and GBP243 million, according to The Herald.

Questions are expected to be raised at the Scottish Parliament next
week about the soaring amounts of public money being pumped into
Ferguson Marine, The Herald relays.

One of the ferries being built by the now publicly owned Ferguson,
MV Glen Sannox -- which is destined for the Arran-Ardrossan route
-- was due to enter service in the summer of 2018, The Herald
states.

The second vessel, known only as Hull 802, was supposed to be
delivered to CalMac in the autumn of 2018 for use on the
Uig-Lochmaddy-Tarbert triangle, but that has also been held up.

The delays come against a background of an ferry fleet that is
ageing, rusting and failing due to lack of investment, The Herald
notes.

When the contract was agreed in October 2015, both ferries were due
to cost a total of just GBP97 million -- and were to be paid for by
CMAL by repaying a ministers' loan over 25 years through using
revenue it generates from the fees it gets from the lease of
vessels like operator CalMac's ferry fleet and harbour access fees,
The Herald discloses.

But part of the Scottish Government's special deal to allow then
independence-supporting tycoon Jim McColl's Ferguson Marine to win
the contract in the wake of concerns by Scottish
Government-controlled ferry owners Caledonian Maritime Assets
Limited over a lack of financial guarantees, meant that loan was
wiped out, according to The Herald.

The GBP83.25 million that was drawn down to pay for the
construction of the vessels was "eliminated" after Ferguson Marine
under Jim McColl fell into financial trouble, The Herald notes.


INTU PROPERTIES: FRC Launches Investigation Into PwC's Audit
------------------------------------------------------------
Tom Keighley at BusinessLive reports that accountancy watchdog the
Financial Reporting Council has launched an investigation into big
four firm PwC's auditing of shopping centre and leisure group Intu
Properties plc.

According to BusinessLive, the audit and accountancy regulator will
look at PwC's handling of Intu's 2017 and 2018 accounts, a period
before the firm's collapse into administration.

Following a drop in rents brought on by Covid restrictions, Intu --
which had owned some of the UK's largest shopping and leisure
centres as well as properties in Spain -- had suffered massive debt
problems and struggled to get lenders to agree an 18-month
standstill period that would give it breathing space, BusinessLive
relates.

The 3,000-strong firm eventually went into administration in June
2020 following failed rescue talks and breaches of debt covenants
with lenders, BusinessLive recounts.  Problems were apparent prior
to that as accounts for 2018 -- one of the periods under
investigation -- show debts of GBP4.8 billion and subsequent
accounts for following year show the firm made a GBP2 billion loss
with then chief executive Matthew Roberts acknowledging "material
uncertainty in relation to Intu's ability to continue as a going
concern", BusinessLive discloses.

"The Financial Reporting Council has commenced an investigation in
relation to the audits conducted by PricewaterhouseCoopers LLP of
the consolidated financial statements of Intu Properties plc for
the years ended December 31, 2017 and December, 31 2018.  The
decision was made at a meeting of the FRC's Conduct Committee on
January 24, 2023. The investigation will be conducted by the FRC's
Enforcement Division under the Audit Enforcement Procedure,"
BusinessLive quotes a statement from the FRC as saying.

Intu had owned major shopping complexes such as Manchester's the
Trafford Centre, Gateshead's Metrocentre and Dudley's Merry Hill,
among others.  PwC resigned as auditor in April 2019 following a
competitive tender process, BusinessLive notes.

The FRC has investigated and fined the Big Four accountants on a
number of occasions in recent years following a rash of company
failures that raised questions over the standard of audits,
BusinessLive recounts.  FRC fines on auditors reached a total of
GBP33.3 million last year, up 77% on the previous 12 months,
BusinessLive discloses.


LERNEN BIDCO: Fitch Alters Outlook on 'B-' LongTerm IDR to Stable
-----------------------------------------------------------------
Fitch Ratings has revised Lernen Bidco Limited's (Cognita) Outlook
to Stable from Positive, while affirming the educational services
group's Long-Term Issuer Default Rating (IDR) at 'B-'.

The Outlook revision to Stable reflects its forecast that Cognita's
leverage and interest cover over the next 12-18 months are no
longer above its upgrade rating sensitivities, due to
weaker-than-expected profitability in Europe and higher interest
rates. Upward rating pressure could still arise if trading is
stronger than expected and on refinancing at levels that are
commensurate with a higher rating profile.

Cognita's IDR is constrained by high EBITDAR leverage at around
8.3x in FY23 (fiscal year end-August 2023), which Fitch forecasts
to improve towards 7.0x in FY24. Expansion of schools weighs on
near-term free cash flow (FCF), which does not turn positive until
FY25.

Rating strengths are the group's well-diversified global operations
and revenue predictability, underpinned by fee increases above
inflation both historically and in FY23. Growth and high student
retention rates through the cycle underline its resilient trading
during the pandemic.

KEY RATING DRIVERS

Slower Trading Recovery in Asia: Cognita's overall student
enrollment grew 13.1% (organic and M&A) in FY22 and the group
managed to increase tuition fees by an average of 6% globally.
Performance was however behind its expectations on student
enrolment and profit margins. This was mainly driven by a
slower-than-expected recovery in Asia due to pandemic restrictions
and school closures lasting longer than expected. Regional
operating expenses as a share of revenues in Europe were 2% higher
than expected owing to higher staff and energy cost. Recovery in
extra curricula activities (ie Active Learning Group) were slower
than expected, affecting group profitability.

Resilient Growth, Higher Costs: Its rating case includes organic
revenue growth of around 10% in FY24 and FY25 (26% in FY23
including M&A), driven by increased student enrolment, with
significant fee increases resulting in an increase in average
revenue per pupil of 6% in FY24-FY25. Fitch expects inflationary
pressures to remain in FY23 and possibly into FY24, such that
Fitch-defined EBITDA margin is around 19% by FY24, versus previous
forecast at 21% but still up from FY22's 16.1%.

'B-' Leverage and Interest Cover: Fitch forecasts EBITDAR leverage
of around 8.3x and EBITDAR fixed charge coverage of around 1.6x by
FY23, which are weaker than rated peers'. Fitch forecasts strong
deleveraging in the underlying business, driven by student number
growth and tuition fee increases above inflation, with EBITDAR
leverage of 7.0x in FY24. Owing to higher overall capital market
rates, Fitch expects EBITDAR fixed charge coverage to remain around
1.6x in FY24.

Capex and M&A Drive Growth: Fitch expects Cognita to continue to
invest in growth through development capex and bolt-on
acquisitions. Its rating case includes development capex of around
GBP140 million across FY23-FY25 with negative FCF in FY23 and FY24,
before it turns positive in FY25. Investments in new capacity weigh
on FCF, but given likely student enrolment, profit growth will
occur after capex is incurred.

Revenue Predictability, High Retention Rates: The private-pay K-12
market is characterised by strong revenue visibility with long
average student stay, typically eight to 10 years for local
students and four to six years for expatriate students. Equivalent
switching costs once a child is settled are high, and tuition fees
are deemed a non-discretionary expense by parents, as demonstrated
by Cognita's price increases above inflation and resilient
enrolment across the economic cycle.

Cognita's student retention rate is around 80% including
graduation, and is supported by more than 80% local students in
Europe (UK-weighted) and LatAm (together 48% of pre-central cost
EBITDA in FY22).

Pandemic-Resilient Trading: Like many schools, Cognita shifted to
online education during classroom closures across regions
throughout the pandemic. Some fee concessions were proactively
offered to parents, affecting profitability in FY20, but retention
rates remained around 80% (including graduation) and average
student enrolment increased by a CAGR of 12.1% in FY19-FY22
(capacity CAGR at 13.1%).

Some Execution Risk Persists: Fitch sees inherent execution risks
from recently established or newly built schools as they only
gradually fill to their capacity. This is partly mitigated by high
visibility of the competitive environment with long lead times (and
hence a predictable fill of completed capacity investments), use of
strong brands and reputation, including academic record and
parental scoring.

Execution risk of its acquisitive growth plan is mitigated by
Cognita's focus on profitable targets and record in due diligence
and integration. Fitch incorporates a prudent M&A and investment
policy in its rating case.

Diversified Global Portfolio: Cognita's portfolio is diverse by
geography (Europe: 25% of FY22 pre-central cost EBITDA; Asia: 44%,
LatAm: 22% and Middle East & India: 9%), by school year
(kindergarten to year 6 (G05) and year 7 to 13 (G06-G012), and by
curricula (nine different curricula (including British,
International Baccalaureate and local curricula)).

Top Schools Dominate, Type Varies: Fitch expects the top 10 schools
to represent around 45% of revenue and around 55% of pre-central
cost EBITDA in FY23. Its exposure to expat, often premium (versus
local, mid-market) students is greater in its Asia portfolio (73%
of Asian FY22 pre-central cost EBITDA), whereas the higher volume,
lower-fee (GBP3,500 average revenue per pupil) LatAm portfolio
focuses on local students. The European portfolio (UK and
Spain-weighted) includes smaller-capacity schools, yielding average
revenue per pupil of around GBP13,500, whereas the Asia portfolio
is characterised by much larger schools, fewer students, and higher
average revenue per pupil (GBP21,500).

DERIVATION SUMMARY

Compared with Fitch's Credit Opinions on private, for-profit,
education providers at the lower end of the 'B' rating category
globally, Cognita benefits from a diverse portfolio in geography,
expat versus local student intake, curricula and price points. The
private education sector continues to grow, and except in
fee-frozen Dubai, annual fee increases can increase at or above
inflation. Although GEMS Menasa (Cayman) Limited (B/Stable) is
Dubai-concentrated with a focus on the UAE, its K-12 portfolio also
covers different price entry points, premium to mid-market, and
curricula. In both GEMS and Cognita, revenue is long-dated given
their average student stay.

Although for-profit Global University Systems Holding B.V (GUSH;
B/Stable) provides post-graduate university-intake courses, its
geographic reach and exposure to different disciplines (business,
accounting, law, medical, arts, languages and industrial) has wider
breadth than K-12 schools. However, it offers shorter typically
three- to four-year courses (longer for part-time). As the group
has grown it has increased its reliance on international students:
recruiting for third-party US universities and its own Canada
operations versus predominantly local intake for its India, UK and
Asia locations.

GEMS's significantly lower leverage (FY22 forecast: 6.3x funds from
operations (FFO)-adjusted gross leverage) and larger scale
underline the one-notch rating differential with Cognita. However,
this is partly compensated by Cognita's global diversification and
resilient pandemic trading, with deleveraging capacity from
student-and-tuition fee growth and increased utilisation rates from
expansion investments.

KEY ASSUMPTIONS

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

- Organic revenue growth around 10% in FY24 and FY25 (around 12%
including acquired revenue)

- Student growth of 24% in FY23 and around 3% in FY24

- Average revenue per pupil increasing around 6% per year in FY24
and FY25

- Fitch-defined EBITDA margin increasing to 17.6% in FY23 and 18.7%
in FY24 through higher utilisation rates and improved staff
efficiency (after including higher wages in Europe)

- Cash-based lease rent increasing to around GBP39 million in FY24
(due to expansion and CPI-linked rent contracts) from GBP37 million
in FY22

- Working-capital inflow of around 0.1%-0.4% of revenue per year to
FY25

- Development capex of around GBP140 million across FY23-FY25

- Negative FCF in FY23 and FY24, turning positive (post-expansion
capex) in FY25

- One predominantly equity-funded acquisition in FY23. No further
M&A due to lack of visibility around funding mix

Key Recovery Assumptions

Its recovery analysis assumes that Cognita would be reorganised as
a going concern (GC) in bankruptcy rather than liquidated. Fitch
have assumed a 10% administrative claim. The GC EBITDA of GBP130
million (incorporating recent acquisitions) reflects stress
assumptions that could be driven by weaker operating performance
and an inability to increase students and pricing according to plan
with lower overall utilisation rates, adverse regulatory changes or
weaker economic development in key markets with reduced pricing
power.

The enterprise value (EV) multiple of 6.0x has been applied to the
GC EBITDA to calculate a post re-organisation EV. The choice of
this multiple is based on well-invested operations, strong growth
prospects with medium- to long-term revenue visibility and
diversified global operations. However, the multiple is constrained
by weaker-than-average profitability compared with peers'. The
multiple is in line with Fitch-rated wider education sector
peers'.

Fitch assumes Cognita's GBP120 million revolving credit facility
(RCF) to be fully drawn on default and to rank pari passu with its
GBP775 million equivalent senior secured TLBs. Its EUR255 million
second-lien debt ranks junior to the senior secured debt. At the
very top of the debt hierarchy waterfall, GBP160 million equivalent
of local, prior-ranking debt is included in the recoveries.

The allocation of value in the liability waterfall analysis results
in Recovery Ratings corresponding to 'RR3' for the TLB and 'RR6'
for the second-lien debt. This indicates a 'B' instrument rating
for the TLB notes and a 'CCC' instrument rating for the second-lien
debt, with waterfall-generated recovery computations of 61% and 0%,
respectively, based on current metrics and assumptions.

RATING SENSITIVITIES

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

- Successful execution on growth strategy with improved
profitability and FCF margin

- EBITDAR leverage structurally below 7.0x

- EBITDAR fixed charge coverage, defined as EBITDAR/ (interest +
rent), sustained above 1.8x

- Neutral to positive FCF (post expansion capex)

- Refinancing at levels that are commensurate with a higher rating
profile

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

- Inability to increase students and pricing according to plan with
lower overall utilisation rates, adverse regulatory changes or a
general economic decline with lower growth

- Failure to reduce EBITDAR leverage structurally below 8.5x

- EBITDAR fixed charge coverage below 1.2x

- Sustained negative FCF

- Minimal liquidity headroom or difficulties in refinancing M&A
drawings under the RCF

- Increased refinancing risk with off-market refinancing options

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: Fitch estimates Cognita's Fitch-adjusted
cash position at around GBP70 million at FYE23, and forecast
negative FCF (including expansion capex) of GBP10 million in FY24,
funded by cash. This, combined with the undrawn GBP120 million RCF,
leads to satisfactory liquidity.

Fitch restricts GBP50 million of cash for some overseas accounts.
Although available for investments and projects locally, Fitch
believes they are not readily available to repay debt at the issuer
level.

High Refinancing Risk: Refinancing risk is partly mitigated by
Cognita's deleveraging capacity, a resilient business profile and
positive underlying cash flow generation. The existing RCF and TLBs
mature in May 2025 and October 2025, respectively. The second-lien
facility matures in January 2027.

ISSUER PROFILE

Cognita is a global private-pay, for-profit, K-12 educational
services group that operates schools across Asia, Europe, LatAm and
the Middle East.

Criteria Variation

Fitch's Corporate Rating Criteria guide analysts to use the income
statement rent charge (depreciation of leased assets plus interest
on leased liabilities) as the basis of its rent-multiple adjustment
(capitalising to create a debt-equivalent) in Fitch's
lease-adjusted ratios. However, Cognita's accounting rent (GBP45.4
million) in its FY22 income statement is significantly higher than
the cash flow rent paid per year, so Fitch has applied an 8x debt
multiple to the annual cash rent (GBP36.8 million).

There may be various reasons for the difference in accounting rent
versus cash paid rent. Cognita has prepaid some rents, and its
long-dated real estate leases (some more than 20 years) result in
higher non-cash, straight-lined, "depreciation" within accounting
rent. In some other Fitch-rated leveraged finance portfolio
examples, the difference between accounting and cash rents is not
of the magnitude to justify this switch to cash rents.

ESG CONSIDERATIONS

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

   Entity/Debt             Rating          Recovery   Prior
   -----------             ------          --------   -----
Lernen Bidco
Limited              LT IDR B-   Affirmed               B-

   senior secured    LT     B    Affirmed     RR3       B

   Senior Secured
   2nd Lien          LT     CCC  Affirmed     RR6      CCC


PAPERCHASE: Online Store to Cease Trading at Midnight Tonight
-------------------------------------------------------------
Jacob Rawley at Daily Record reports an announcement on
Paperchase's online store has stated that it will cease trading on
midnight, Friday, Feb. 17.

The stationery store previously fell into administration, and while
Tesco has bought the brand and intellectual property, the physical
locations were not included and, as a result, jobs may be at risk,
Daily Record relates.

Those who buy from the online store will receive a 30% discount on
all items, Daily Record states.  Anyone who still has vouchers has
missed the deadline, meaning that they will no longer be redeemable
in-store, Daily Record discloses.

Paperchase entered administration on January 31, 2023, putting its
106 stores and 820 staff members at risk, Daily Record states
recounts.  This is the second time in two years that Paperchase has
slipped into administration after the retailer closed 37 stores
across the UK in 2021, Daily Record states notes.

However, in this instance, administrators confirmed that "despite a
comprehensive sales process" there were no viable offers for
Paperchase assets, Daily Record states.  Scottish branches that
could be affected include Braehead, Dundee, Edinburgh, Edinburgh
Morningside, Glasgow Buchanan, Next Kirkcaldy, Next Straiten,
Perth, Silverburn and St Andrews, according to Daily Record.

The brand and intellectual property being sold to Tesco means that
paperchase branded products will be sold across the supermarket's
branches, Daily Record relays.


[*] UK: Number of Company Insolvencies Up 7% in January 2023
------------------------------------------------------------
Henry Saker-Clark at Independent reports that the number of firms
falling into insolvency increased in January against the same month
last year, according to official figures.

According to Independent, the Insolvency Service said total company
insolvencies in England and Wales hit 1,671 over the first month of
2023.

It represented a 7% rise against January 2022 and was 11% above
pre-pandemic levels from 2020, Independent states.

Experts said the rise pointed towards the toll of higher borrowing
costs and continued elevated levels of inflation for businesses,
Independent notes.

Nevertheless, the data showed a decline in insolvencies compared
with December, when 1,964 firms became insolvent, Independent
discloses.

The Insolvency Service recorded 189 compulsory liquidations in
January, rising 52% year-on-year, Independent relates.

Compulsory liquidations have lifted in recent months partly as a
result of increased winding-up petitions from HMRC, Independent
relays.

The majority of insolvencies were creditors' voluntary
liquidations, which increased by 2% to 1,382 for the month,
Independent states.




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

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

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

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

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

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

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

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



                           *********


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

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

Copyright 2023.  All rights reserved.  ISSN 1529-2754.

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