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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, March 3, 2023, Vol. 24, No. 46

                           Headlines



A R M E N I A

AMERIABANK CJSC: S&P Affirms 'B+/B' ICRs & Alters Outlook to Pos.


A U S T R I A

AMS-OSRAM AG: S&P Affirms 'BB-' ICR & Alters Outlook to Negative


A Z E R B A I J A N

SOCAR: S&P Affirms 'BB-' LongTerm ICR, Outlook Stable


F R A N C E

SOLOCAL GROUP: Moody's Puts 'Caa1' CFR on Review for Downgrade


G E R M A N Y

ADLER REAL ESTATE: S&P Lowers LT ICR to 'CC', Outlook Negative


I R E L A N D

BOSPHORUS CLO VIII: Fitch Assigns 'B-(EXP)sf' Rating on Cl. F Notes
MERX AVIATION: Midcap Financial Marks $204M Loan at 27% Off
SILVER PAIL: Preferred Bidder Selected for Business
SUMMERHILL RESIDENTIAL 2021-1: S&P Affirms 'B' Rating on F Notes


I T A L Y

IMA GROUP: Midcap Financial Marks $12.6M Loan at 21% Off
IMA GROUP: Midcap Financial Marks $289,000 Loan at 41% Off
LOTTOMATICA SPA: Moody's Hikes CFR to B1, Outlook Remains Stable


N E T H E R L A N D S

NOURYON HOLDING: Moody's Rates New $750MM Incremental Loan 'B2'
NOURYON HOLDING: S&P Rates New $750MM Sr. Secured Term Loans 'B+'


U N I T E D   K I N G D O M

3F PELLETS: Goes Into Administration, Put Up for Sale
CD&R VIALTO: S&P Affirms 'B-' ICR & Alters Outlook to Negative
CENTRICA PLC: Moody's Alters Outlook on Ratings to Stable
HUNTER'S BREWERY: Enters Administration Amid Rising Costs
INEOS QUATTRO: Moody's Rates Add'l EUR750MM Sec. Term Loan B 'Ba3'

JESSELLA LTD: Goes Into Administration
LIFEWAYS GROUP: English High Court Sanctions Restructuring Plans
NORSTEAD: Goes Into Administration After Failed Sale
PALADONE GROUP: Midcap Financial Marks $7.9M Loan at 25% Off
SOLARPLICITY UK: Midcap Financial Marks $5.5M Loan at 64% Off

YORKSHIRE: At Risk of Going Into Administration


X X X X X X X X

[*] BOOK REVIEW: Bankruptcy and Secured Lending in Cyberspace

                           - - - - -


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A R M E N I A
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AMERIABANK CJSC: S&P Affirms 'B+/B' ICRs & Alters Outlook to Pos.
-----------------------------------------------------------------
S&P Global Ratings revised its rating outlook on Ameriabank CJSC to
positive from stable. At the same time, S&P affirmed its 'B+/B'
long- and short-term issuer credit ratings on the bank.

The outlook revision follows similar action on Armenia. S&P said,
"We revised our outlook on Armenia to positive on Feb. 24, 2023.
The rating on Ameriabank is constrained by our long-term foreign
currency rating on Armenia. Therefore, the 'B+' long-term rating on
Ameriabank is one notch lower than our 'bb-' stand-alone credit
profile assessment. We do not rate Armenian banks above the
sovereign because their exposures are predominantly in Armenia, and
they have strong links to the domestic economy from a business,
funding, and lending point of view."

Ameriabank is well positioned to retain its leading market
positions in Armenia. Over 2022, Ameriabank further entrenched its
position as the largest domestic lending institution with a market
share of about 17.9% in terms of loans. Inflow of money from the
diaspora boosted income from currency conversion, resulting in
operating revenue increasing by almost 90% in 2022 and the return
on average assets rising to 3.8% from 1.8% in 2021.

S&P said, "We expect Ameriabank's capital adequacy to stay
adequate. Specifically, we believe our risk-adjusted capital (RAC)
ratio for the bank will decrease only slightly to 8.0%-8.5% in
2023-2024 compared with an estimated 8.5% at year-end 2022. Our
forecast factors in Ameriabank's loan book expanding by about
10%-15% over the next few years and the cost of risk remaining in
the 1.1%-1.3% range. We also believe the currency conversion income
that enhanced the bank's performance in 2022 will gradually
diminish, with the return on assets normalizing in the 1.3%-1.5%
range.

"The positive outlook mirrors that on the sovereign and reflects
our view that Ameriabank is likely to benefit from Armenia's
anticipated stronger economic activity and reducing vulnerability
to external shocks."

Upside scenario

S&P could raise the rating on Ameriabank over the next 12-18 months
if we take a similar action on the sovereign. Resilient performance
and no deterioration of Ameriabank's stand-alone creditworthiness
would be prerequisites for an upgrade.

Downside scenarioSimilarly, S&P may revise the outlook on
Ameriabank to stable following similar action on the sovereign or
if Ameriabank were to increase its risk appetite materially or face
asset quality-issues.

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




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

AMS-OSRAM AG: S&P Affirms 'BB-' ICR & Alters Outlook to Negative
----------------------------------------------------------------
S&P Global Ratings revised its outlook on Austria-based ams-OSRAM
AG to negative from stable and affirmed its 'BB-' long-term issuer
credit rating on the company and its 'BB-' issue rating on the
company's senior unsecured debt.

The negative outlook reflects that ams-OSRAM will see organic
revenue contraction, materially negative FOCF, and adjusted debt to
EBITDA of more than 3.5x over the next 12 months, heightening the
risk of a downgrade should the company sustain such credit metrics
longer than currently forecast.

S&P said, "In our revised base case, we forecast weaker credit
metrics in 2023 that heighten the risk of a downgrade. We calculate
the company's adjusted debt to EBITDA will stay above 3.5x -- our
threshold for the 'BB-' rating -- in 2023, after
weaker-than-expected preliminary 2022 results. This is in contrast
with our previous expectations that ams-OSRAM could sustainably
maintain its adjusted leverage below this level, despite a planned
but measured deterioration over 2023. Our updated forecast
considers higher-than-previously planned restructuring- and
M&A-related costs. Combined with a heightened risk of a demand
contraction particularly over the first half of 2023, this
translates into a weaker profitability profile in 2022-2023. At the
same time, because of large investments over 2022-2023 -- mainly
building a new eight-inch LED factory in Malaysia to expend
ams-OSRAM's capacity for new and differentiated products (such as
eight-inch LED and micro-LED, among others), rationalize its
semiconductor manufacturing footprint, and gain in agility -- we
now expect FOCF to be slightly negative at about minus EUR65
million (versus EUR150 million-EUR200 million in our previous
forecasts) in 2022 and about minus EUR325 million-EUR275 million in
2023 (versus minus EUR275 million-EUR250 million previously).

"We now anticipate sharper revenue decline in 2023 and slower
profitability improvement than in our previous base case. Sharp
inventory correction that started during the third quarter of 2022
in all of ams-OSRAM's markets, combined with the deteriorated
macroeconomic environment that reduces demand for consumer
products, will continue to weigh on ams-OSRAM's revenue up until at
least the second quarter of 2023. We therefore now forecast 15%-17%
revenue contraction in 2023 (with about one-half caused by
divestment), versus 4%-5% in our previous forecasts. What's more,
based on preliminary results, we calculate the company's
adjusted-EBITDA margin will be 17% in 2022, compared with about 20%
in our previous base case. This is because of the further
deteriorated trading environment--with fourth-quarter underlying
profitability slightly below our expectations--and
higher-than-anticipated restructuring and M&A-related costs. We
continue to forecast profitability improvement toward 20%-21% in
2023, supported by lower exceptional costs and accruing synergies
from the integration of OSRAM, but from a lower absolute level,
which will weigh on the group's leverage and cash flow generation
in 2023.

"We expect ams-OSRAM's continued focus on the integration of OSRAM,
cost optimization efforts, and investment strategy will benefit the
company and its metrics from 2024. We think the ongoing integration
and efficiency efforts initiated from the merger with OSRAM and
recent launch of an ambitious growth-driven investment strategy
will also hamper ams-OSRAM's leverage and FOCF generation in 2023.
However, we expect the company will start realizing the full
benefit of such initiatives from 2024-2025, translating into our
forecasts of high-single digit organic revenue growth, sharp
profitability improvement, and the restoration of sound cash flow
conversion rates from 2024. Our assumptions consider the
following:

"We think ams-OSRAM is on track to achieve planned synergies from
the integration of OSRAM. However, the acceptance of the Domination
and Profit and Loss Agreement in early March 2021 has taken longer
than expected, delaying the start of management's divestment and
synergy plans by a few months. As of September 2022, the company
had achieved 70% of the total planned EUR350 million synergies,
while spending about 40% of the total expected EUR270 million
integration costs. Although on track, there is still a lot to
achieve in terms of revenue and cost synergies from the ams-OSRAM
combination, while keeping budgeted integration costs under control
(these costs depreciate adjusted EBITDA).
The entirety of the planned divestments of noncore and less
profitable assets have closed or will close over the coming
quarters, supporting the company's profitability from late 2023. We
also note ams-OSRAM used proceeds from these divestments to reduce
its gross debt or invest in its growth and efficiency targets."

The company has started an ambitious investment plan over 2022 and
2023. Despite temporary negative FOCF in the short term, we expect
these investments will support the company's medium-term expansion
plan because capital expenditure (capex) commitments usually
precede volume growth by up to 24 months, and the company will
invest in more advanced products and optimize its production
footprint, providing accrued agility and efficiency.

S&P said, "We therefore see potential for leverage reduction and
strengthened cash flows from 2024, which is also supported by
ams-OSRAM's financial policy and business positioning. We think
ams-OSRAM will continue to prioritize business turnaround and
leverage reduction over large shareholder remuneration and
debt-financed acquisitions, even in the medium term. ams-OSRAM has
so far not deviated from its long-term growth industrial plan
because of the ongoing challenging macroeconomic and industrial
trading environment. The company continues to invest 11% to 14% of
its topline in research and development (R&D) and with its
growth-driven capex plan. We therefore expect to start seeing a
step-up in the company's performance from 2024 thanks to R&D and
capex investments, portfolio optimization, manufacturing footprint
consolidation, synergy realization, and revenue growth. We
therefore think ams-OSRAM's business positioning remains the same."
The company is leveraging on the integration of OSRAM's
complementary product offerings to propose integrated optical
solutions to an enlarged customer and end-market base, which is
likely to support revenue growth and profitability improvement in
the medium term once integration and transformation plans are
complete and the challenging market conditions reverse.

Leverage reduction potential is also supported by management's
financial policy targeting reported net debt on management's
adjusted EBITDA below 2.0x, which--as EBITDA starts growing again
and integration-, restructuring-, or M&A-related costs start
declining--could translate into adjusted leverage of about or less
than 2.5x (adjusted for the put option that the minority
shareholders of OSRAM can exercise). S&P said, "Finally, we view
positively that the company commits to anticipate any liquidity
needs relative to the put option of OSRAM's minority shareholders,
either based on its own cash, available credit lines, or by
securing additional undrawn facilities, although we are mindful
that its flexibility will be partly hampered by weakened cash flows
over the next 12 months starting Jan. 1, 2023."

The negative outlook reflects that ams-OSRAM will see organic
revenue contraction, materially negative FOCF, and adjusted debt to
EBITDA of more than 3.5x over the next 12 months, heightening the
risk of a downgrade should the company sustain such credit metrics
longer than currently forecast.

S&P could lower the rating if ams-OSRAM's EBITDA growth slows
against its base-case scenario, resulting in adjusted debt to
EBITDA sustainably above 3.5x and FOCF to debt materially and
sustainably less than 10%. This could result from:

-- Weaker performance due to unexpected loss of market share or
declining market demand, or supply chain or distributors'
inventories disruption;

-- Weaker profitability than in our base case, with the group
facing challenges in deriving remaining synergies from the
combination with OSRAM, offsetting potential cost pressure from
inflation and rising energy prices, or because of
higher-than-forecast restructuring and M&A-related costs; or

-- A more aggressive financial policy oriented toward inorganic
growth or shareholder remuneration at the expense of leverage
reduction.

S&P could revise the outlook to stable if ams-OSRAM sustainably
reduces its adjusted debt to EBITDA to less than 3.5x and improves
FOCF to debt toward 10%. This would stem from profitability
improvement as ams-OSRAM reaches its synergies from the integration
of OSRAM, reduces restructuring and transformation costs, and
reduces its exposure from noncore and low profitability assets,
while strengthening its revenue base and product mix, translating
into a high single-digit revenue growth and sharp profitability
improvement in 2024.

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

S&P said, "Sustainability factors have an overall neutral influence
on our credit rating analysis of ams-OSRAM AG. The company operates
in an energy-intensive industry, but we view positively its target
to be carbon neutral by 2030, which is in line with some of its
European peers. The company's investment strategy already supports
management's long-term sustainability goals because the new
Malaysian facility will incorporate energy- and water-saving
measures to operate in a more sustainable way and ams-OSRAM is
optimizing its production footprint as it progresses with the
integration of OSRAM. However, we note that management still has to
come up with a more detailed sustainability strategy and goals for
the combined group. We understand the company is in the process of
finetuning its plans and we expect it will make additional
disclosures in the coming months and start linking management's
remuneration target to some sustainability-related key performance
indicators from 2023."




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A Z E R B A I J A N
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SOCAR: S&P Affirms 'BB-' LongTerm ICR, Outlook Stable
-----------------------------------------------------
S&P Global Ratings affirmed the long-term issuer credit and issue
ratings on State Oil Co. of Azerbaijan Republic (SOCAR) and its
senior secured debt at 'BB-', and revised up the stand-alone credit
profile (SACP) to 'b' from 'b-'.

The stable outlook reflects S&P's views that SOCAR maintains
manageable liquidity commitments, and its operational performance
remains solid, with unchanged state support considerations.

SOCAR is benefiting from currently elevated prices for commodities,
which will boost its earnings and cash flow in 2022-2024 and
improve metrics. After a relatively weak 2020 with depressed prices
for O&G, the company's earnings materially improved on the back of
a much more supportive market environment. S&P said, "SOCAR has
demonstrated a material boost in earnings and cash flows and we
project record consolidated EBITDA of about AZN10 billion for 2022,
compared with AZN7.8 billion in 2021 and just AZN4.3 billion in
2020. This should also allow for positive FOCF of about AZN2.0
billion-AZN2.5 billion for 2022 from AZN2.8 billion in 2021,
leading FFO to debt to improve to 35%-40% for the full year. Given
our assumed Brent price of $85 per barrel (/bbl)-90/bbl over 2023
and 2024, we think SOCAR will continue demonstrating solid results
with FFO to debt of 30%-40%, versus 28% in 2021, and debt to EBITDA
of 2.0x-2.5x, versus 2.8x. This led us to revise up the SACP to 'b'
from 'b-'."

Weak transparency and disclosures, and a track record of aggressive
investment decisions, continue to constrain the rating. The company
has been active in many international and domestic projects in
various industries, including investments into domestic O&G
operations, petrochemicals (Petkim and potentially Mercury in
Turkey, and SOCAR Polymer in Azerbaijan), a shipyard in Baku, SOCAR
commodities trading operations, and others. In the past, SOCAR has
also demonstrated quite an opportunistic approach to investment
decisions, starting projects during industry downturns or without
committed financing. Moreover, the key elements of capital
expenditure (capex) plans, project financing, government funding,
and distributions to the government (including through undertaking
social projects) remain uncertain and politicized. S&P therefore
views its financial policies as negative to SOCAR's credit profile.
The company's disclosure levels are also subpar compared to those
of international peers, which it reflects in its negative rating
adjustments for governance.

S&P said, "We continue to view SOCAR as one of the government's
main assets in the country's key O&G sector. We continue to see a
very high likelihood of SOCAR receiving extraordinary support if
needed. This view reflects SOCAR's position as the government's key
asset in the O&G sector, which is central to the country's economy.
The company is 100% government controlled, with no privatization
plans in sight. The government is heavily involved in determining
SOCAR's strategy and has a track record of providing sizable equity
and debt funding for capex. We understand that the government has
established a special committee to monitor the financial condition
of its large government-related entities (GREs), including SOCAR.
Still, we don't equalize SOCAR's credit quality with our sovereign
rating on Azerbaijan (BB+/Stable/B) because we believe SOCAR's
day-to-day management is quite autonomous. Moreover, the company's
structure is complex and difficult to monitor, including
international or trading operations, given the absence of
centralized treasury management or consolidated financial plans. In
addition, SOCAR's debt is only partly guaranteed by the government
(about 5% at year-end 2022), while that of SGC, another prominent
GRE in the hydrocarbon sector, is guaranteed.

"The stable outlook reflects our expectation that SOCAR's liquidity
will remain manageable and the government's willingness to provide
extraordinary and ongoing support will stay solid. It also reflects
our anticipation there will be no major delays, cost overruns, or
operating issues at the company's capex projects and core
operations, and no major changes in SOCAR's very strong link with
the government.

"In our base-case scenario, we anticipate S&P Global
Ratings-adjusted FFO to debt of 30%-40% in 2023-2024 (41% in the
rolling 12 months ended June 30, 2022) on the back of supportive
O&G prices. That said, we still anticipate ambitious investments in
those years totaling AZN4 billion-AZN5 billion, with positive FOCF
of AZN1 billion-AZN2 billion."

S&P could downgrade SOCAR if:

-- The government's ability and willingness to support it
materially weaken, for example, if the sovereign faces economic
pressure or the government focuses more resources for social and
military purposes rather than co-financing the company's new O&G
projects; or

-- SOCAR's liquidity deteriorates substantially, which could
happen if the local financial system comes under pressure, making a
large part of cash balances effectively unavailable, or if the
company loses access to international bank funding.

Rating upside could stem from a sovereign upgrade. In S&P's view, a
positive rating action based on SOCAR's stand-alone merits is
unlikely in the next one-to-two years, given the company's large
debt and its already material rating uplift for state support.
Beyond then, a positive rating action could be supported by an
improvement of SOCAR's SACP to at least 'bb-' on less aggressive
and more predictable financial policies, and improvements in
management and governance practices, including disclosure and
reporting.

ESG credit indicators: E-4, S-3, G-5

S&P said, "Governance factors are a very negative consideration in
our credit rating analysis of SOCAR. The company's operations are
concentrated in Azerbaijan (80%) and Turkey (20%), countries where
we see governance risks as elevated. We also note its complex
structure, ambitious strategies, and lack of consolidated approach
in planning. Environmental factors are a negative consideration,
given that energy transition and pollution are key risks for the
O&G industry, and we consider SOCAR's exposure to be in line with
that of the industry." At the same time, as the national oil
company in an emerging market, SOCAR faces less stringent
environmental regulations than some of its peers in developed
markets. However, the operator of ACG and Shah-Deniz is BP, which
uses its international expertise to limit gas flaring, oil spills,
and other potentially negative effects on the fragile Caspian
ecosystem. Social factors are a moderately negative consideration
because SOCAR is Azerbaijan's biggest employer and faces some
social mandates to supply domestic customers with gas and refined
products at low prices and to fund certain social expenditure,
reflected in its International Financial Reporting Standard
statements as distributions to the government. This limits future
leverage reduction prospects.




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F R A N C E
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SOLOCAL GROUP: Moody's Puts 'Caa1' CFR on Review for Downgrade
--------------------------------------------------------------
Moody's Investors Service has placed the Caa1 corporate family
rating and the Caa1-PD probability of default rating of SoLocal
Group S.A. on review for downgrade. SoLocal is a French provider of
local media advertising and digital solutions to the SME sector.

Concurrently, Moody's has also placed on review for downgrade the
Caa2 ratings on the EUR168.5 million senior secured notes due 2025
and the EUR17.8 million senior secured bond due 2025, both issued
by SoLocal Group S.A. The outlook on all ratings has been changed
to ratings under review from stable.

On February 22, 2023, SoLocal announced [1] its decision to
postpone the release of its 2022 full year financial statements
citing an uncertain economic context and the need for further
consideration of budget guidelines within the Board of Directors.
The company also confirmed its 2022 results were in line with
previously announced guidance, including revenue amounting to
EUR400 million, recurring EBITDA of EUR115 million and EUR30
million of company operating free cash flow and a cash position at
the end of the year of EUR70.8 million.

"Moody's have placed SoLocal's ratings on review for downgrade as
the company's decision to postpone the publication of the fiscal
year 2022 results suggests that the operating environment is
becoming more challenging and there is less visibility for 2023,"
says Pilar Anduiza, a Moody's Analyst and lead analyst for SoLocal.
Compliance and reporting is a governance consideration under
Moody's General Principles for Assessing Environmental, Social and
Governance Risks Methodology for assessing ESG risks.

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

While the specific reasons behind the delay in publication of the
company's financial statements are still unclear, the company's
reference to an uncertain economic context and the budgeting
guidelines for 2023 suggest that visibility into future operating
performance might be more limited, leading to a potential
deterioration of the company's credit quality, which remains quite
weak.

SoLocal faces significant underlying operating risks in a
deteriorated economic environment, increasing refinancing risk and
likely challenging access to funding as well as limited free cash
flow generation prospects given the rising interest rates and its
high leverage.

The postponement of its financial statement release for fiscal year
2022 is a governance consideration under Moody's General Principles
for Assessing Environmental, Social and Governance Risks
Methodology. The unexpected delay in publication of its full year
results have led the rating agency to change its assessment of the
company's Compliance and Reporting to 3 from 2. Governance risks
(Issuer Profile Score or "IPS") remain highly negative (G-5).

The review for downgrade will assess (1) the timely publication of
its audited statutory financial statements by the deadline of April
30, according to the company's debt documentation, and (2) the
assessment of the factors that have led to the postponement of the
fiscal year 2022 financial statements release and their impact on
the company's credit profile, while evaluating the company's
growth, earnings generation, liquidity and access to funding
prospects.

Prior to placing the ratings on review for downgrade, Moody's said
that it could downgrade SoLocal if the company's liquidity profile
deteriorates, revenue growth fails to materialize, churn rates
remain elevated or the capital structure proves unsustainable.

Prior to placing the ratings on review for downgrade, Moody's said
that it could upgrade SoLocal if the company demonstrates a
consistent track record of revenue and earnings growth, positive
free cash flow generation and reduced churn rates.

LIST OF AFFECTED RATINGS

On Review for Downgrade:

Issuer: SoLocal Group S.A.

Probability of Default Rating, Placed on Review for Downgrade,
currently Caa1-PD

LT Corporate Family Rating, Placed on Review for Downgrade,
currently Caa1

Senior Secured Regular Bond/Debenture, Placed on Review for
Downgrade, currently Caa2

Outlook Action:

Issuer: SoLocal Group S.A.

Outlook, Changed To Ratings Under Review From Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Media published
in June 2021.

COMPANY PROFILE

SoLocal, headquartered in Paris, France, is a provider of local
media advertising and digital solutions predominantly to the small
and medium-sized enterprise (SME) sector in the country. In 2021,
its product offering comprised mainly digital advertising (56%
revenue), digital presence (29%) and websites (15%). In 2021,
SoLocal reported revenue of EUR428 million and recurring EBITDA as
calculated by management of EUR121.5 million. SoLocal is publicly
listed in the Paris Stock Exchange.




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G E R M A N Y
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ADLER REAL ESTATE: S&P Lowers LT ICR to 'CC', Outlook Negative
--------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Adler Real Estate AG (Adler RE) to 'CC' from 'CCC-', and its issue
rating on its senior unsecured bonds due 2026 to 'CC' from 'CCC-';
it also affirmed its 'CCC-' ratings on the company's 2023 and 2024
notes.

The negative outlook reflects S&P's expectation that Adler RE will
amend its bond terms in the next few weeks, which would lead S&P to
further lower the rating on Adler RE to 'SD' (selective default)
and the 2026 bond rating to 'D' (default), according to its
criteria.

S&P said, "We understand that the proposed debt terms' amendments
could stabilize the group's capital structure and enhance the
liquidity, but we view the transaction as distressed and tantamount
to default, in line with our criteria. We assess Adler RE's
liquidity as weak and insufficient to cover the debt maturities in
the next 12 months, which is exacerbated by the ongoing challenges
the real estate market is facing in selling assets at a price close
to book values. These points raise the possibility of a
conventional default.

"We understand that Adler RE has received the required consent of
its unsecured nonconvertible bondholders for the 2024 and 2026
issues; however, the implementation would depend on the parent
securing consent from its bondholders. The completion of the
restructuring exercise at Adler RE depends on parent Adler
completing the restructuring plan under U.K. law, and the plan is
now under hearing in a U.K. court. Adler RE would receive about net
EUR535 million of cash in the form of a secured shareholders' loan
from Adler to repay EUR235 million of its EUR500 million 2023 bond
(EUR265 million will be repaid with cash at the Adler RE level) and
all of its EUR300 million 2024 bonds at a 0% interest with a
maturity of June 30, 2025. We understand that the new debt will be
secured on a first-lien basis and the unsecured 2024 and 2026 bonds
will be second-lien, which in our view is credit negative because
it would alter the ranking of Adler's unsecured nonconvertible 2026
bonds. We have not calculated our estimated recovery at default and
will look to do it after the transaction closes.

"We affirmed the Adler RE 2023 and 2024 bonds at 'CCC-' based on
our understanding that these bonds will be repaid from the new
money. The term amendments relate to the 2024 and 2026 unsecured
nonconvertible bonds issued by Adler RE and do not include the 2023
unsecured bond that will be repaid at maturity. Although Adler RE
also executed a consent solicitation for the 2024 bond to change
the terms, we understand the company will be required to repay it
from the new money, held in an escrow account accessible only for
the bonds' repayment. There, we believe these bonds will very
likely get repaid, so the changes to its terms are not tantamount
to default.

"The negative outlook reflects our expectation that Adler RE will
execute a debt restructuring within the next few weeks. In this
case, we would also expect to lower our issuer credit rating on
Adler to 'SD' and our issue-level rating on Adler RE's 2026 senior
unsecured nonconvertible bonds to 'D' upon the transaction's
completion. Subsequently, upon implementation of the transaction,
we would then review the ratings, the company's new capital
structure, and its improved liquidity position."

ESG credit indicators: E-2, S-2, G-5




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I R E L A N D
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BOSPHORUS CLO VIII: Fitch Assigns 'B-(EXP)sf' Rating on Cl. F Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Bosphorus CLO VIII DAC expected
ratings.

The assignment of final ratings is contingent on the receipt of
final documents conforming to information already reviewed.

   Entity/Debt          Rating        
   -----------          ------        
Bosphorus CLO
VIII DAC

   Class A
   XS2583331280     LT AAA(EXP)sf  Expected Rating

   Class B  
   XS2583331363     LT AA(EXP)sf   Expected Rating

   Class C
   XS2583331793     LT A(EXP)sf    Expected Rating

   Class D
   XS2583331959     LT BBB(EXP)sf  Expected Rating

   Class E
   XS2583332254     LT BB-(EXP)sf  Expected Rating

   Class F
   XS2583332338     LT B-(EXP)sf   Expected Rating

   Sub Notes
   XS2583332411     LT NR(EXP)sf   Expected Rating

TRANSACTION SUMMARY

Bosphorus CLO VIII DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
second-lien loans and high-yield bonds. Note proceeds will be used
to purchase a portfolio with a target par of EUR300 million. The
portfolio is actively managed by Cross Ocean Adviser LLP. The
collateralised loan obligation (CLO) has a 4.5-year reinvestment
period and an 8.5-year weighted average life test (WAL).

KEY RATING DRIVERS

Above Average Portfolio Credit Quality (Positive): Fitch places the
average credit quality of obligors in the 'B' category. The Fitch
weighted average rating factor (WARF) of the identified portfolio
is 23.75.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises 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 65.4%.

Diversified Asset Portfolio (Positive): Exposure to the 10-largest
obligors and fixed-rate assets for assigning the expected ratings
is limited to 20% and 5%, respectively. The transaction also
includes various concentration limits, including the maximum
exposure to the three-largest Fitch-defined industries in the
portfolio at 40%. These covenants ensure the asset portfolio will
not be exposed to excessive concentration.

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

Cash Flow Modelling (Positive): The WAL used for the transaction's
Fitch-stressed portfolio analysis was reduced by 12 months to 7.5
years to account for the strict reinvestment conditions envisaged
after the reinvestment period. These conditions include passing the
coverage tests, the Fitch 'CCC' maximum limit after reinvestment
and a WAL covenant that progressively steps down over time, both
before and after the end of the reinvestment period. In Fitch's
opinion, these conditions reduce the effective risk horizon of the
portfolio during the stress period.

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 notes.

Based on the identified portfolio, downgrades 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 F notes display a rating
cushion of five notches and the class D and E notes of four and
three notches, respectively. The class C notes display a rating
cushion of one notch, the class B notes of two notches the class A
notes none.

Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
across all ratings and a 25% decrease of the RRR across all ratings
of the 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
notes, except for the 'AAAsf' rated notes.

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


MERX AVIATION: Midcap Financial Marks $204M Loan at 27% Off
-----------------------------------------------------------
Midcap Financial Investment Corporation has marked its $204,677,000
loan extended to Merx Aviation Finance, LLC to market at
$150,000,000 or 73% of the outstanding amount, as of December 31,
2022, according to a disclosure contained in Midcap Financial's
Form 10-K for the transition period from April 1, 2022 to December
31, 2022, filed with the Securities and Exchange Commission on
February 21, 2023.

Midcap Financial is a participant in a First Lien Secured Debt –
Revolver Loan to Merx Aviation Finance, LLC. The loan accrues
interest at a rate of 10% per annum. The loan matures on October
31, 2023.

Midcap Financial Investment Corporation is a Maryland corporation
incorporated on February 2, 2004.  It is a closed-end, externally
managed, non-diversified management investment company that has
elected to be treated as a business development company under the
Investment Company Act of 1940. Apollo Investment Management, L.P.
is the investment adviser and an affiliate of Apollo Global
Management, Inc. and its consolidated subsidiaries (AGM). Apollo
Investment Administration, LLC, an affiliate of AGM, provides,
among other things, administrative services and facilities for the
Company.

Merx Aviation Finance is a global aircraft leasing, management &
finance company headquartered in New York, NY with offices in
Dublin, Ireland. 


SILVER PAIL: Preferred Bidder Selected for Business
---------------------------------------------------
John Mulligan at Independent.ie reports that a preferred bidder is
understood to have been selected for the Silver Pail Dairy business
in Cork, which went into examinership just before Christmas.

According to Independent.ie, it is thought that a formal scheme of
arrangement will be sealed and presented to the High Court next
week for the purchase of what is Ireland's largest ice-cream
maker.

It is not known at this stage who the successful bidder is and if
they are from Ireland or aboard, Independent.ie states.  There has
been significant interest in the manufacturer, Independent.ie
notes.

Examiner Shane McCarthy of KPMG secured an extension to the
examinership process in late January as he nailed down potential
bidders, Independent.ie relates.

The ice-cream business generates turnover of about EUR23 million a
year and counts major supermarket multiples among its customers.
It has continued to operate as a new owner is sought.

Turnover at the firm is expected to hit about EUR30 million this
year and up to EUR34 million in 2024, Independent.ie discloses.

Staff were informed of its difficulties just days before Christmas,
Independent.ie recounts.  It employs about 90 people. It was hit by
soaring input costs, including higher prices for milk, cream and
energy. That created a cash crunch for the firm, Independent.ie
relays.

The company has about EUR4 million of bank debt, while other
creditors were owed about EUR7 million at the time it got into
difficulty, according to Independent.ie.

However, it is understood that AIB has been helping the company to
navigate its current difficulties, Independent.ie discloses.

While the business made a loss last year and in 2021, it is
believed to have been in the black on an earnings before interest,
tax, depreciation and amortisation basis, Independent.ie notes.


SUMMERHILL RESIDENTIAL 2021-1: S&P Affirms 'B' Rating on F Notes
----------------------------------------------------------------
S&P Global Ratings affirmed its credit ratings on Summerhill
Residential 2021-1 DAC's class A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd,
F-Dfrd, and G-Dfrd notes.

The affirmations reflect S&P's full analysis of the most recent
transaction information that it has received and the transaction's
structural features.

About three quarters of the loans in the transaction at closing had
been previously restructured, and 21% were at least one month in
arrears. Since closing, reported arrears continued to increase,
reaching 26.8% as of December 2022. However, of the 16.7% of loans
over four months in arrears as of December 2022, about 25% were
still making more than 75% of their monthly instalment.

In addition, despite the increase in arrears, the general reserve
fund and liquidity reserve fund remain at their respective
targets.

S&P said, "We expect Irish inflation to have peaked in 2022 at 8%.
Although elevated inflation is overall credit negative for all
borrowers, inevitably some borrowers will be more negatively
affected than others. To the extent inflationary pressures
materialize more quickly or more severely than currently expected,
risks may emerge. We consider the borrowers in this transaction to
be reperforming and as such they will generally have lower
resilience to inflationary pressures than prime borrowers.
"Additionally, most of the borrowers in this transaction pay a
variable rate of interest. As a result, some borrowers in this pool
face near-term pressure from both a cost of living and rate rise
perspective. Finally, we expect further increases will be passed on
given the current pool interest rates, which may increase arrears
and decrease pay rates going forward. We have considered this in
both our credit and cash flow analyses.

"After applying our global RMBS criteria, our weighted-average
foreclosure frequency has increased across all rating categories,
primarily because of the increase in arrears experienced by the
transaction since closing. Our weighted-average loss severity
assumptions have decreased at all rating levels due mainly to the
reduced current weighted-average loan-to-value ratio following
recent significant HPI growth in Ireland.

  Table 1

  Credit Analysis Results

  RATING LEVEL   WAFF (%)   WALS (%)

   AAA           74.28      37.19

   AA            62.63      33.74

   A             55.33      27.47

   BBB           46.90      24.11

   BB            38.34      21.76

   B             36.19      19.63

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


S&P said, "Considering the results of our credit and cash flow
analysis, available credit enhancement, and the transaction's
performance, we consider that the available credit enhancement for
each of the notes is commensurate with the ratings assigned.

"The results of our cash flow analysis support the currently
assigned ratings on the class C-Dfrd and D-Dfrd notes. We therefore
affirmed our 'A (sf)' and 'BBB (sf)' ratings on these classes of
notes.

"Our analysis indicates that the class B-Dfrd, E-Dfrd, and F-Dfrd
notes could withstand our stresses at higher ratings than those
assigned. However, the ratings on these classes of notes are
constrained by additional factors. Specifically, we considered the
potential sensitivity of these classes of notes to an increase in
arrears as a result of cost of living pressures or further interest
rate rises in the short term. We therefore affirmed our 'AA (sf)',
'BB (sf)', and 'B (sf)' ratings on the class B-Dfrd, E-Dfrd, and
F-Dfrd notes, respectively.

"Although the 'AAA' rating on the class A notes shows greater
sensitivity to increased WAFF levels than at closing, we also
considered a qualitative assessment of the timing of cash flows,
supported by our cashflow analysis and available credit
enhancement. As a result of these factors, we affirmed our 'AAA
(sf)' rating on this class of notes.

"In our analysis, the class G-Dfrd notes are unable to withstand
the stresses we apply at our 'B' rating level. Therefore, we
applied our 'CCC' criteria, to assess if either a rating in the
'B–' or 'CCC' category would be appropriate. We performed a
qualitative assessment of the key variables, along with simulating
a steady-state scenario in our cash flow analysis. The class G-Dfrd
notes can pass such a scenario. Therefore, we do not consider
repayment of this class of notes to be dependent upon favorable
business, financial, and economic conditions. Consequently, we
affirmed our 'B- (sf)' rating to the notes in line with our
criteria. We have considered this in both our credit and cash flow
analyses."

Summerhill Residential 2021-1 is a static RMBS transaction that
securitizes a portfolio of reperforming primarily owner-occupied
mortgage loans, secured over residential properties in Ireland. The
transaction closed in June 2021.




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

IMA GROUP: Midcap Financial Marks $12.6M Loan at 21% Off
--------------------------------------------------------
Midcap Financial Investment Corporation has marked its $12,606,000
loan extended to IMA Group Management Company, LLC to market at
$10,001,000 or 79% of the outstanding amount, as of December 31,
2022, according to a disclosure contained in Midcap Financial's
Form 10-K for the transition period from April 1, 2022 to December
31, 2022, filed with the Securities and Exchange Commission on
February 21, 2023.

Midcap Financial is a participant in a First Lien Secured Debt Loan
to IMA Group Management Company, LLC. The loan accrues interest at
a rate of 1% (L+500) per annum. The loan matures on May 30, 2024.

Midcap Financial Investment Corporation is a Maryland corporation
incorporated on February 2, 2004.  It is a closed-end, externally
managed, non-diversified management investment company that has
elected to be treated as a business development company under the
Investment Company Act of 1940. Apollo Investment Management, L.P.
is the investment adviser and an affiliate of Apollo Global
Management, Inc. and its consolidated subsidiaries (AGM). Apollo
Investment Administration, LLC, an affiliate of AGM, provides,
among other things, administrative services and facilities for the
Company.

IMA - Industria Macchine Automatiche S.p.A. is a multinational
Italian company based in the Metropolitan City of Bologna, Italy.
Established in 1961, IMA Group designs and manufactures automatic
machines for the processing and packaging of pharmaceuticals,
cosmetics, food, tobacco, tea and coffee.


IMA GROUP: Midcap Financial Marks $289,000 Loan at 41% Off
----------------------------------------------------------
Midcap Financial Investment Corporation has marked its $289,000
loan extended to IMA Group Management Company, LLC to market at
$171,000 or 59% of the outstanding amount, as of December 31, 2022,
according to a disclosure contained in Midcap Financial's Form 10-K
for the transition period from April 1, 2022 to December 31, 2022,
filed with the Securities and Exchange Commission on February 21,
2023.

Midcap Financial is a participant in a First Lien Secured
Debt-Revolver Loan to IMA Group Management Company, LLC. The loan
accrues interest at a rate of 1% (L+500) per annum. The loan
matures on May 30, 2024.

Midcap Financial Investment Corporation is a Maryland corporation
incorporated on February 2, 2004.  It is a closed-end, externally
managed, non-diversified management investment company that has
elected to be treated as a business development company under the
Investment Company Act of 1940. Apollo Investment Management, L.P.
is the investment adviser and an affiliate of Apollo Global
Management, Inc. and its consolidated subsidiaries (AGM). Apollo
Investment Administration, LLC, an affiliate of AGM, provides,
among other things, administrative services and facilities for the
Company.

IMA - Industria Macchine Automatiche S.p.A. is a multinational
Italian company based in the Metropolitan City of Bologna, Italy.
Established in 1961, IMA Group designs and manufactures automatic
machines for the processing and packaging of pharmaceuticals,
cosmetics, food, tobacco, tea and coffee.


LOTTOMATICA SPA: Moody's Hikes CFR to B1, Outlook Remains Stable
----------------------------------------------------------------
Moody's Investors Service has upgraded Lottomatica S.p.A.'s
corporate family rating to B1 from B2 and probability of default
rating to B1-PD from B2-PD. Concurrently, Moody's has affirmed
Lottomatica's B1 instrument ratings on the existing EUR340 million
senior secured notes, the EUR300 million senior secured floating
rate notes, the EUR575 million senior secured notes all due 2025
and the EUR350 million senior secured notes due 2027. Concurrently,
Moody's has upgraded to B3 from Caa1 the instrument rating on the
EUR400 million backed senior secured PIK Toggle notes due 2026
issued by Gamma Bondco S.a r.l., which sits outside the Lottomatica
S.p.A. restricted group. The outlook on the ratings of both
entities remains stable.

RATINGS RATIONALE

The upgrade of Lottomatica's CFR to B1 reflects the company's
strong performance in FY2022 with continued organic and acquisitive
revenue growth, particularly in its online segment, boosting faster
deleveraging than expected. Moody's adjusted Debt/EBITDA has
reduced to around 4x (run-rate estimate based on Q4 2022) pro forma
the acquisition of Betflag SPA (Betflag) in November 2022 and
following the successful integration of the Lottomatica Italian B2C
business acquired from International Game Technology PLC (IGT)  in
2021. Moody's expects leverage to reduce to around 3.7x by the end
of 2023 (3.0x excluding the backed senior secured PIK notes which
sit outside the restricted group). Continued growth boosted by
various acquisitions over the past five years has enhanced the
company's business profile making it the largest gaming operator in
Italy including # 1 in the betting and gaming online segments.
Despite a challenging environment for gaming machines, the company
continues to increase its margins thanks to its successful
migration into the more profitable high growth online segment. In
Q4 2022 the online proportion of EBITDA was 46% (50% pro forma for
Betflag) vs 19% in FY2019. Moody's considers that the increasing
proportion of online earnings makes the business more resilient to
any future downturns given the strong profitability and the
variable nature of costs which can absorb more losses compared to
smaller and purely gaming machine-oriented companies, and improves
its cashflow with Moody's free cash flow (FCF) estimated at around
EUR200 million FY2022. While the macro environment is expected to
be challenging going forward, the company has shown resilience to
previous downturns, and Moody's expects the company's business
model with more than 80% variable costs to provide a good degree of
mitigation against rising inflation.

The B1 CFR is constrained by: (i) Lottomatica's geographical
concentration in Italy, which exposes the company to a single
regulatory and fiscal regime; (ii) its exposure to concession
renewal risks and the related cash outflow; (iii) its presence in
the mature retail gaming machine segment with limited growth
prospects and lower margins than the betting and online segments,
although Moody's notes the significant growth in the online
segment; and (iv) the event risk related to its debt-funded
acquisitions and financial policy.

STRUCTURAL CONSIDERATIONS

Lottomatica's B1-PD PDR is in line with the CFR, given the family
recovery rate assumption of 50%, which is consistent with Moody's
approach for capital structures that include a mix of bank debt and
bonds.

Lottomatica's senior secured notes are rated B1, in line with the
CFR. Gamma Bondco's backed senior secured PIK Toggle notes are
rated B3, two notches below the CFR, reflecting their structural
subordination to the debt raised within the restricted group.

LIQUIDITY

Moody's expects the company's liquidity profile to be good over the
next 12-18 months. In addition to consolidated cash balances of
around EUR219 million as of December 2022, further liquidity
cushion is provided by access to a fully undrawn EUR297 million
revolving credit facility ("RCF", unrated) and Moody's expectations
of healthy free cash flows in the next 12-18 months.
The company's liquidity sources can accommodate smaller bolt-on
acquisitions. There are no significant debt maturities before
2025.

The super senior RCF documentation contains a springing financial
covenant based on senior secured net leverage set at 8.3x and
tested when the RCF is drawn by more than 40%. Moody's expects that
Lottomatica will maintain good headroom under this covenant if it
is tested.

RATIONALE FOR STABLE OUTLOOK

The stable outlook on the ratings reflects Moody's expectation that
the company will continue to perform well in all of its segments,
allowing the company's debt/EBITDA (as adjusted by Moody's) to
remain below 4.5x over the next 12-18 months. It also assumes that
the company will not engage in any material debt-financed
acquisitions or shareholders distributions.

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

Upward pressure on the ratings would materialize if: (i) the
company demonstrates that it is able to maintain Moody's-adjusted
leverage below 3.5x on a sustainable basis while exhibiting a good
liquidity and generating strong positive free cash flow, (ii) the
company exhibits a more conservative financial policy and uses its
cash to deleverage, (iii) and continues to grow its EBIT margin
above 20%.

Negative pressure on the rating could occur if: (i) Lottomatica's
operating performance weakens or is hurt by a changing regulatory
and fiscal regime, including the terms of concession renewal, (ii)
Moody's-adjusted leverage increases to above 4.5x, (iii) free cash
flow deteriorates and liquidity weakens, (iv) the company engages
in large transformative acquisitions that could lead to integration
risk and increase in leverage, or undertakes further sizeable
shareholder distribution transactions.

LIST OF AFFECTED RATINGS

Upgrades:

Issuer: Lottomatica S.p.A.

Probability of Default Rating, Upgraded to B1-PD from B2-PD

LT Corporate Family Rating, Upgraded to B1 from B2

Issuer: Gamma Bondco S.a r.l.

BACKED Senior Secured Regular Bond/Debenture, Upgraded to B3 from
Caa1

Affirmations:

Issuer: Lottomatica S.p.A.

Senior Secured Regular Bond/Debenture, Affirmed B1

Outlook Actions:

Issuer: Lottomatica S.p.A.

Outlook, Remains Stable

Issuer: Gamma Bondco S.a r.l.

Outlook, Remains Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Gaming
published in June 2021.

COMPANY PROFILE

Founded in 2006 and headquartered in Rome (Italy), Lottomatica
(formerly GAMENET GROUP S.P.A.) is the leader in the Italian gaming
market. The company operates in three operating segments: (i)
Online: online betting segment, through a wide range of online
products including games such as poker, casino games, bingo, horse
racing and other sports betting; (ii) Sports Franchise: games and
horse-race betting through the retail network; and (iii) Gaming
Franchise: concessionary activities relating to the product lines:
amusement with prize machines ("AWP"), video lottery terminals
("VLT") and management of owned gaming halls and AWPs ("Retail &
Street Operations").

In 2022, the company reported net revenue of EUR1,395 million and
EBITDA of EUR460 million pro forma one month of Betflag.




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

NOURYON HOLDING: Moody's Rates New $750MM Incremental Loan 'B2'
---------------------------------------------------------------
Moody's Investors Service assigned B2 ratings to the proposed $750
million backed senior secured first lien incremental term loan and
to the proposed amended and extended $637.2 million backed senior
secured revolving credit facility (RCF) borrowed by Nouryon Finance
B.V. The company expects to use proceeds primarily to repay $200
million of its existing RCF and to pay a $500 million dividend to
its owners, The Carlyle Group and the Government of Singapore
Investment Corporation.

The rating of the legacy backed senior secured RCF will be
withdrawn upon the closing of the transaction. All other ratings,
including Nouryon Holding B.V.'s (Nouryon or the company) B2
corporate family rating, B2-PD probability of default rating and
Nouryon Finance B.V.'s B2 ratings on the existing backed senior
secured bank credit facilities remain unchanged. The outlook is
stable.

The maturity date for the proposed backed senior secured first lien
incremental term loan is March 2028, however it has a springing
maturity (October 2025) absent the extension or repayment of the
existing backed senior secured first lien term loan facility. The
expected maturity of the proposed new senior secured RCF is 5 years
but it can mature earlier in case the new or existing senior
secured first lien credit facilities mature prior. In addition, the
proposed RCF is subject to potential upsizing.

RATINGS RATIONALE

Based on the company's preliminary results, Moody's estimates that
Nouryon's gross leverage in 2022, pro-forma basis for the debt
issuance and including full-year contribution and funding for the
ADOB acquisition, will increase by around 0.4x to around 5.1x,
which positions the company comfortably in its B2 rating. The
envisaged transaction and incremental debt raised is credit
negative because of the proposed distribution of $500 million of
dividends to its owners, The Carlyle Group and the Government of
Singapore Investment Corporation, but the company's credit metrics
remain solid in the context of its strong business profile and
significant scale.

In 2022, the company benefitted from higher pricing which more than
offset lower volumes and higher costs. Nouryon's
management-adjusted EBITDA increased to $1,264 million in 2022 from
$1,098 million in 2021. Based on the company's guidance of EBITDA
growth in mid-single digit percentage, Nouryon's gross leverage, on
a Moody's adjusted basis, would decrease to below 5x in 2023
assuming no additional debt. The aforementioned leverage metrics
include the rating agency's standard adjustments, mainly for
pension liabilities. Risks related to its private equity ownership
could result in further re-leveraging for return of capital or
debt-funded acquisitions.

In September 2021, Nouryon announced the confidential submission of
a draft registration with the US Securities and Exchange Commission
(SEC). However, because of the prevailing weak IPO market
conditions, the company has not yet proceeded with the process. In
case of a successful IPO, Moody's expects the company to pursue a
more conservative financial policy similar to other listed
companies. Nevertheless, at present it remains uncertain whether
and when Nouryon's shareholders may seek further options for
shareholder returns in case the IPO does not occur or is delayed
further.

More generally, Nouryon's strong business profile and significant
scale relative to its rating; its leading global market share; its
focus on more defensive end markets such as agriculture, and home
and personal care; and good profitability levels continue to
support its B2 rating. Furthermore, Nouryon's solid liquidity
supports the rating.

However, some uncertainties around the company's financial policy
in case the IPO does not occur and high macroeconomic uncertainties
which limit earnings' visibility constrain the CFR. Furthermore,
its exposure to raw material price fluctuations, similar to other
chemical companies, weighs negatively on the rating.

LIQUIDITY

Nouryon's liquidity is good. Pro forma for the proposed
transaction, Nouryon would have an estimated cash balance of over
$300 million and access to around $409 million of availability
under its $637 million RCF. The proposed RCF is expected to mature
in 5 years and is subject to a potential upsizing. In addition, the
company has access to a receivable securitization program (on
balance sheet). In combination with forecasted funds from
operations, these funds are sufficient to cover capital
expenditure, working capital swings, day-to-day cash needs and the
proposed $500 million dividend. The majority of its debt does not
mature until October 2025.

RATING OUTLOOK

The stable outlook reflects Moody's expectations that Nouryon will
maintain solid credit metrics mitigating uncertainties around its
financial policy.

STRUCTURAL CONSIDERATIONS

The B2 rating of the company's backed senior secured term loans and
backed senior secured revolving credit facility is line with the
CFR. The instrument rating reflects the fact that the senior
secured instruments have a dominant position in the capital
structure.

ESG CONSIDERATIONS

Moody's views Nouryon's financial policies as aggressive. The
proposed transaction will increase leverage to fund mainly a
dividend to Carlyle and the Government of Singapore Investment
Corporation. The company does not have a public net leverage
target.

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

Moody's could consider upgrading Nouryon's rating with expectations
for gross leverage comfortably below 5.5x on a sustainable basis
and if the company provides more clarity on its future financial
policy. An upgrade would also require RCF/debt in excess of 10% and
adjusted EBITDA interest coverage to be around 2.5x on a
sustainable basis, and maintenance of a good liquidity profile.

Moody's would consider downgrading Nouryon's rating if adjusted
gross leverage increases above 6.5x for a prolonged period of time
or in case of negative FCF. A more aggressive financial policy
including dividend payouts or debt financed acquisitions would also
be negative for the rating.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Nouryon Holding B.V. (Nouryon) is a Netherlands-based leading
global specialty chemicals business. Nouryon serves a broad range
of end markets. The company's market position is supported by its
advanced technologies and industry know-how, and a global
manufacturing footprint. Nouryon was formed in 2018, when
affiliates of The Carlyle Group (Carlyle) and the Government of
Singapore Investment Corporation acquired the Akzo Nobel Specialty
Chemicals business from Akzo Nobel N.V. (Baa2 stable). In 2022,
Nouryon generated revenue of around $5.2 billion.


NOURYON HOLDING: S&P Rates New $750MM Sr. Secured Term Loans 'B+'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue rating to the proposed
incremental $750 million five-year senior secured term loans to be
issued by subsidiaries of Dutch specialty chemicals group Nouryon
Holding B.V. (Nouryon; B+/Stable/--). The recovery rating is '3'
indicating its expectations of about 65% recovery in the event of a
default.

The proceeds will be used to pay a $500 million dividend to the
company's financial sponsors and pay down the $200 million
revolving credit facility (RCF), which was drawn in January to
finance the acquisition of ADOB Fertilizers. The remaining $50
million will be used to pay transaction fees and expenses and
increase Nouryon's cash balance. S&P understands that the company
also intends to extend the maturity of its RCF with a potential
upsize, which will strengthen liquidity.

S&P said, "We view the dividend recapitalization as credit
negative, since it will increase leverage and reduce the company's
rating headroom. Nevertheless, we expect Nouryon's credit metrics
will remain comfortably in line with the ratings after the
transaction. Thanks to lower pension liabilities and resilient
performance last year, with S&P Global Ratings-adjusted EBITDA up
slightly to $1.17 billion, Nouryon's adjusted gross debt to EBITDA
reduced to about 4.9x at year-end 2022 from 5.2x at year-end 2021.
However, given the challenging market conditions and our forecast
of slightly lower profitability in 2023, we anticipate a slight
increase in leverage to 5.1x-5.3x in 2023. After the transaction,
we expect our adjusted leverage metric to increase to 5.4x-5.7x.
This indicates reduced, but still comfortable rating headroom,
compared with the 5.5x-7.0x range commensurate with our current
issuer credit rating.

"Our view of Nouryon's creditworthiness remains constrained by the
company's financial sponsor ownership and potentially aggressive
strategy of using debt or debt-like instruments to maximize
shareholder returns. This has already been demonstrated by the $150
million dividend payment last year and the proposed dividend
recapitalization. We think that after the transaction a potential
IPO of the company would be less likely in the next 12 months."

Issue Ratings--Recovery Analysis

Key analytical factors:

-- The EUR1.7 billion and $3.2 billion outstanding debt due in
2025, the proposed incremental $750 million senior secured term
loans due in 2028, and $637 million senior secured RCF due in 2024
are rated 'B+'. The '3' recovery rating reflects S&P's expectation
of meaningful recovery prospects (50%-70%; rounded estimate: 65%).

-- S&P considers the securitization facility to be priority debt.

-- The recovery rating is supported by limited prior-ranking
liabilities and a fairly comprehensive security package comprising
not only share pledges, but also the loan takers' tangible and
intangible property.

-- In S&P's hypothetical default scenario, it assumes intensified
competition and slowing demand for Nouryon's products in key end
markets, in combination with margin pressure owing to inability to
pass on higher raw material costs to customers.

-- S&P values the business as a going concern due to its leading
market positions within several sectors of the specialty chemicals
industry, and its assumption that it would be restructured in the
event of default.

Simulated default assumptions

-- Simulated year of default: 2027
-- Jurisdiction: Netherlands

Simplified waterfall

-- Emergence EBITDA after recovery adjustment: $765 million
EBITDA multiple: 6.0x

-- Maintenance capex: $140 million-$180 million

-- Net recovery value for waterfall after administrative expenses
(5%): About $4.4 billion

-- Estimated senior secured debt claims: About $6.2 billion*

-- Senior secured debt recovery: 50%-70% (rounded estimate: 65%)

*All debt amounts include six months of prepetition interest, RCF
assumed 85% drawn at default.




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

3F PELLETS: Goes Into Administration, Put Up for Sale
-----------------------------------------------------
Sam Metcalf at TheBusinessDesk.com reports that a supplier of
wood-based pellets has fallen into administration after failing to
break into the biomass sector.

According to TheBusinessDesk.com, Andy Pear and Milan Vuceljic of
Moorfields Advisory were appointed joint administrators of 3F
Pellets on Feb. 22.

3F Pellets, based in Saxilby, Lincolnshire, was established in 2015
and is a manufacturer and supplier of wood-based pellet products
such as cat litter, horse bedding and biomass heating pellets.

Recently, the company had invested heavily in machinery and
equipment with a view to further expanding into the Biomass
industry, but had unfortunately struggled to break into the market
leading to financial difficulties, TheBusinessDesk.com relates.

Moorfields are now marketing the business and its assets for sale,
TheBusinessDesk.com discloses.

3F Pellets' latest accounts, for 2021, show the firm had assets of
almost GBP7 million, TheBusinessDesk.com notes.  The firm employed
16 people at the time.


CD&R VIALTO: S&P Affirms 'B-' ICR & Alters Outlook to Negative
--------------------------------------------------------------
S&P Global Ratings revised its outlook on New York-based provider
of global mobility solutions CD&R Vialto UK Intermediate 3 Ltd. to
negative from stable and affirmed all its ratings on the company,
including the 'B-' issuer credit rating.

The negative outlook reflects the risk that the company's
separation from PricewaterhouseCoopers (PwC) will continue to pose
operational challenges, leading to persistent cash flow deficits.

Carving out Vialto's global business from PwC has proven to be more
burdensome than originally anticipated, with very high cash burn
amid onerous transition expenses. S&P said, "We now anticipate free
operating cash flow (FOCF) deficits of about $225 million in fiscal
2023 (ending June 2023), driven by a culmination of operating
headwinds and higher costs related to the company's separation from
PwC. Our forecast is in addition to the approximately $68 million
of unadjusted FOCF deficits recorded during the two-month period
from Clayton, Dubilier & Rice's (CD&R) acquisition of the company
on April 29, 2022, through its 2022 fiscal year-end (June 30,
2022). The total forecast FOCF deficit of nearly $300 million from
the close of the acquisition through the end of fiscal 2023
compares with our initial expectation for only about $65
million-$85 million of deficits. While our base case reflects
positive cash flow after the first half of fiscal 2024, the
negative outlook reflects the possibility that the company
continues to burn cash, leading to a tightening liquidity
position."

S&P said, "Vialto faces numerous impediments in pivoting to a
profitable standalone enterprise, and we attribute its rapid cash
burn to multiple factors. First, Vialto's recent sales performance
and direct profit margin were weaker than anticipated, hindering
the anticipated offset to cash outlays from its infrastructure
build-out activities. We believe a distracted management team,
burdened by the recent spin-off, allowed for declining consulting
revenue, exacerbating weak tax volumes stemming from residual
effects of the COVID-19 pandemic. Meanwhile, unfavorable foreign
exchange rates were further pressuring the company's revenue and
profitability. The company also faced inflating cost pressures,
including wage rate increases that were granted under its previous
ownership. Vialto reported a pro forma fiscal 2022 revenue decline
of 6.6% (including currency impacts) and gross margin contraction
of about 900 basis points (bps). While we expect the sales
environment to improve in the second half of fiscal 2023, gross
margin will likely remain pressured.

"Second, the company's investments to build out its infrastructure
as a stand-alone entity have been greater than originally
contemplated. We believe this is due to the complex, global nature
of the business, which requires significant investments in
enterprise resource planning systems, offices, brand development,
and other needs. Meanwhile, employee retention costs and
anticipated severance expenses will also hamper its cash flow this
year. In our view, management miscalculated the effort required to
separate Vialto from PwC. Still, we believe the separation process
has progressed far enough that the costs for completing the
separation are now more visible.

"Third, Vialto's unhedged floating rate debt has led to higher cash
interest expense amid rising rates. The company's capital structure
consists of nearly $1.4 billion of funded debt, entirely subject to
changing interest rates. Faster-than-expected rate increases have
led to our expectation for about $30 million of incremental
interest expense in fiscal 2023. We expect interest costs will
continue to pose a challenge to the company's cash generation
profile.

"We believe Vialto's capital structure remains sustainable because
of the recent capital infusion from its sponsor and our view that
it will begin generating positive FOCF in fiscal 2024. CD&R,
Vialto's private equity sponsor, contributed an additional $200
million to the company on Dec. 30, 2022, to fund higher than
initially anticipated separation costs and for general corporate
purposes. We believe the capital infusion was necessary for the
company to absorb significantly higher cash flow deficits as it
transitions to operating as a stand-alone entity while maintaining
adequate liquidity. We also anticipate that its separation from PwC
will near completion by the end of fiscal 2023, leading to our view
that one-time separation costs, retention and severance expenses,
and transition services agreement costs will all wind down in
fiscal 2024. Therefore, we expect the company will begin generating
positive FOCF in the second half of fiscal 2024 as business volumes
increase during tax season. We believe the company has sufficient
cash to service its obligations over the next year while its
undrawn $200 million revolver should support minor unforeseen
challenges.

"We believe Vialto will take market share and expand its business
over the next 12-24 months, but the negative outlook reflects a
risk that the company could lose key clients if management remains
distracted. The separation from PwC allows the company to offer its
workforce tax and other services to PwC clients that it previously
could not engage with. Consequently, we believe the opportunity
remains for Vialto to expand its topline faster than the general
tax return market, which we believe grows at a slow pace. However,
the separation continues to pose a risk that the company could face
client attrition and difficulty winning new customers without the
backing of the PwC brand. In our view, this risk will be amplified
if management distractions related to the separation continue,
leading to a deteriorating level of service for its existing client
base. However, despite declining revenues in fiscal 2022, we think
the company successfully retained its most important clients over
the past year. We see this as one of the most important indicators
of the sustainability of Vialto's operating model.

"The negative outlook reflects the risk that persistent operating
headwinds, additional challenges related to its separation from
PwC, or difficulty retaining its clients could lead to persistent
FOCF deficits and lead to our view that Vialto's capital structure
is unsustainable."

S&P could lower its rating on Vialto if it anticipated FOCF
deficits would persist beyond fiscal 2023, leading to a weakening
liquidity position and its view that its capital structure were
potentially unsustainable. Scenarios that could lead to a downgrade
include:

-- Costs related to its separation from PwC increasing beyond
currently anticipated levels, potentially pressuring liquidity and
necessitating revolver borrowings;

-- Operating headwinds, such as from wage cost pressures,
higher-than-anticipated stand-alone operating expenses, rising
interest rates, or unfavorable currency exchange rates intensifying
beyond S&P's expectation and its profit margin profile not growing
in line with its forecast; or

-- Client attrition leading to declining performance.

S&P could revise the outlook to stable if:

-- Vialto successfully completed its separation from PwC,
operating as a stand-alone entity and generating sufficient cash
flow to comfortably service its debt obligations;

-- S&P did not anticipate intensifying operating headwinds to lead
to contracting profitability and FOCF deficits; and

-- It successfully retained its most important clients.

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


CENTRICA PLC: Moody's Alters Outlook on Ratings to Stable
---------------------------------------------------------
Moody's Investors Service has changed the outlook to stable from
negative on Centrica plc. Concurrently, Moody's has affirmed the
Baa2 long-term issuer and senior unsecured ratings, and the Ba1
junior subordinated debt rating of Centrica. Moody's has also
assigned a Prime-2 short-term rating to Centrica's Commercial Paper
programme.

RATINGS RATIONALE

The rating action recognises Centrica's strong liquidity and
financial profile as reflected in a reported adjusted net cash
position of GBP1.2 billion as of end-December 2022, which provides
the company with some resilience in the context of volatile energy
markets and the cost-of-living pressures, as well as a solid
foundation as it enters the growth phase of its strategic
turnaround plan.

Centrica reported a material growth in earnings in 2022 on the back
of elevated and volatile commodity prices. The group's adjusted
EBITDA excluding disposed assets amounted to GBP3.5 billion, which
compares to GBP1 billion reported in 2021. This growth was
primarily driven by the strong results of the Upstream
infrastructure business and the Energy Marketing & Trading (EM&T)
division, which more than offset a weaker performance of the retail
and services businesses. While Centrica's cash flows were impacted
by margin cash and collateral outflows to support energy hedging
and trading activity, free cash flow was strong and supported a
further reduction in leverage.

The strong balance sheet provides Centrica with some resilience
against the volatile and evolving market environment. Commodity
prices remain elevated, but have fallen in the recent weeks, while
the cost-of-living pressures continue to impact consumers. At the
same time energy levies will reduce the company's cash flows
related to the remaining Spirit Energy assets and nuclear power
generation. Against this backdrop, Centrica seeks to increasingly
implement its growth phase, which includes building on the existing
capabilities and progressing with opportunities for the existing
assets, such as Rough and Morecambe. Centrica intends to provide
more detail on its long-term investment plans and expected returns
in July 2023. In this regard, Moody's believes that the company
will take a measured approach and will pace its capital spending in
line with the commitment to a strong credit quality.

Overall, Centrica's Baa2 rating is underpinned by (1) the company's
strong balance sheet and liquidity; (2) a degree of business
diversification that has enabled Centrica to deliver strong results
in 2022; and (3) the company's prudent hedging policies and track
record, as well as stated commitment to strong credit quality.
These factors are balanced by (1) the expected reduction in
earnings from Centrica's Upstream assets as they approach their
end-life; (2) Centrica's exposure to competition across its
different business segments of operations and the company's
relatively asset-light business model with fairly low margins
compared with utility businesses; and (3) the company's exposure to
commodity markets and weather patterns that bring a material
volatility to cash flows.

The Ba1 long-term rating on the hybrid securities, which is two
notches below the long-term issuer rating of Baa2 for Centrica,
reflects the features of the hybrids that receive basket 'C'
treatment.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectation that Centrica will
continue to manage its capital structure and financial profile in
line with its stated commitment to strong credit quality.

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

A rating upgrade is unlikely in the near term, given Centrica's
business mix and the finite life of some of its assets. However,
upward rating pressure could develop over time if there was greater
visibility on the company's earnings and their longer-term
sustainability in the context of the evolving energy markets, and
Centrica's financial and liquidity profile remained strong.

Downward rating pressure could arise if Centrica appeared unlikely
to maintain a financial profile in line with the current ratings,
namely funds from operations (FFO)/net debt above 35% on a
sustainable basis. This ratio guidance could be, however, revised
in the context of the expected evolution of Centrica's business
mix. In addition, Centrica's ratings could come under downward
pressure if (1) the company's liquidity were to materially
deteriorate; (2) there were adverse regulatory, policy or market
developments in Centrica's main markets of operations; or (3) the
size of the decommissioning liabilities were to increase relative
to the size of the company's earnings.

LIST OF AFFECTED RATINGS

Issuer: Centrica plc

Assignments:

Commercial Paper, Assigned P-2

Affirmations:

LT Issuer Rating, Affirmed Baa2

Junior Subordinated Regular Bond/Debenture, Affirmed Ba1

Senior Unsecured Bank Credit Facility, Affirmed Baa2

Senior Unsecured Regular Bond/Debenture, Affirmed Baa2

Outlook Actions:

Outlook, Changed To Stable From Negative

The principal methodology used in these ratings was Unregulated
Utilities and Unregulated Power Companies published in May 2017.

COMPANY PROFILE

Centrica plc is the UK's largest energy supplier. It provides gas
and electricity to residential and commercial customers, and also
provides energy-related services, mainly comprising maintenance and
repair, mostly under the British Gas brand. The company also
provides gas, electricity and energy-related services to customers
in the Republic of Ireland under the Bord Gais brand. In addition
to supply and services businesses, as well as EM&T, Centrica holds
a 69% stake in the gas production business Spirit Energy, owns 100%
of the Rough gas storage facility, and has a 20% interest in EDF's
five nuclear power stations in the UK.


HUNTER'S BREWERY: Enters Administration Amid Rising Costs
---------------------------------------------------------
BeerToday reports that Hunter's Brewery, of Ipplepen, near Newton
Abbot, in Devon, has announced that it has entered administration.

Describing this as "a very sad day", director Paul Walker confirmed
the news on social media, BeerToday relates.

"With the rising costs of literally everything, we couldn't justify
carrying on," BeerToday quotes Mr. Walker as saying.

"We did, however, pay local suppliers and are only owing loans,
HMRC, and myself.  We will try and come back soon."


INEOS QUATTRO: Moody's Rates Add'l EUR750MM Sec. Term Loan B 'Ba3'
------------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 instrument rating to
the proposed additional backed senior secured Term Loan B (TLB)
offering of EUR750 million equivalent due 2030, to be issued by
INEOS Quattro Holdings UK Ltd and INEOS US Petrochem LLC. Other
ratings of INEOS Quattro Holdings Ltd ("INEOS Quattro") and related
entities are unaffected. These include INEOS Quattro's Ba3
corporate family rating, its Ba3-PD probability of default rating,
along with Ba3 ratings of its backed senior secured bank credit
facilities issued by INEOS Quattro Holdings UK Ltd and INEOS US
Petrochem LLC, backed Ba3 senior secured notes issued by INEOS
Quattro Finance 2 Plc, Ba3 senior secured notes issued by INEOS
Styrolution Group GmbH, and the Ba3 senior secured bank credit
facility issued by INEOS Styrolution Group GmbH. The B2 rating of
the backed senior unsecured notes issued by INEOS Quattro Finance 1
Plc is also unchanged. The rating outlook is stable for all
entities.

Proceeds from the proposed issuance of the additional backed senior
secured term loan B will be used to fund a dividend distribution to
shareholders, to pay related transaction fees and expenses and for
general corporate purposes.

RATINGS RATIONALE

The rating action reflects INEOS Quattro's diversity and leading
market positions in most of its markets and its exceptionally
strong performance through the first half of 2022. Moody's also
believes that the business cycle for commodity chemicals is close
to the trough and anticipates stronger trading into 2023 although
Moody's notes that weakness could continue through the first half
of the year.

Counterbalancing these strengths, INEOS Quattro's performance in
the second half of 2022 was soft with EBITDA reaching EUR313
million in Q3 and EUR456 million in Q4 reflecting material
year-over-year declines of 60% and 32% respectively. This weak
performance resulted from anemic demand due to market uncertainty
across products and geographies. Despite weakened performance,
Moody's estimates INEOS Quattro's leverage to be at about 2.8x for
2022 owing to stronger performance in the first half of the year.
Pro forma for the proposed TLB issuance, Moody's expects the
company's leverage to increase closer to 3.1x. The agency further
expects INEOS Quattro's leverage to rise closer to 4.0x times in
2023 as performance remains subdued on the back of broad economic
slowdown especially in the first half of the year.

INEOS Quattro's free cash flow is expected to remain neutral to
positive owing to strong operating cash generation and moderate
capital expenditure.

The proposed debt-financed dividend following a recent EUR500
million intercompany loan subsequently converted to a dividend
reflects a financial policy that favours shareholders, and leverage
could remain elevated if operating performance does not recover
from the reduced levels observed in the second half of 2022.

The Ba3 corporate family rating of INEOS Quattro incorporates the
company's large size and scope, its diverse product lines and end
markets, successful integration following the merger with INOVYN
and acquisition of BP aromatics and acetyls assets including
exceeding initial synergy expectations, and improved credit profile
on the back of market recovery.

These positives are counterbalanced by the cyclical nature of the
commodity chemical industry which is currently in a period of
relative market weakness resulting from reducing demand across many
end markets, a history of significant risk appetite across the
broader INEOS Group, and the limited available disclosure regarding
the larger INEOS Group outside of the rated entities.

LIQUIDITY

INEOS Quattro's liquidity position is good. As of the end of
December 2022, the group had cash balance of EUR1.53 billion, no
near-term debt maturities and moderate capex needs of about $500
million in 2023, reducing to less than half of 2022 capital
expenditure. In addition, it has access to an undrawn asset
securitisation programme of approximately EUR840 million due 2024.
Also, INEOS Quattro expects to receive the proceeds from its
contribution to the joint venture with Sinopec in China, as well as
from the sale of its shareholding (approximately 61%) in INEOS
Styrolution India Ltd.

STRUCTURAL CONSIDERATIONS

The senior secured debt of INEOS Quattro (issued through
subsidiaries) is rated Ba3, at the same level as its CFR of Ba3,
and the senior unsecured debt (also issued through subsidiaries) is
rated B2. Given the relative size of the two classes of debt, the
support provided by the unsecured debt is not sufficient to justify
any notching between the secured debt and the CFR.

The senior secured instruments rank pari passu and benefit from
guarantees from subsidiaries that constitute at least 85% of group
EBITDA. The collateral includes substantially all assets of the
company, including cash, bank accounts, inventories and property,
plant & equipment (PP&E), but excludes receivables that are pledged
to asset securitisation programmes.

RATING OUTLOOK

The stable rating outlook reflects Moody's expectation that INEOS
Quattro will maintain good liquidity while keeping Moody's-adjusted
gross leverage in line with the agency's guidance for the Ba3
rating. The agency also expects no additional dividend payments in
the near term; any further dividends paid before market conditions
have improved resulting in a recovery of the company's EBITDA
generation would pressure the rating.

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

Positive rating pressure would occur if Moody's-adjusted leverage
measured as debt/EBITDA is reduced to well below 4.0x on a
sustained basis while generating positive free cash flow (FCF) and
maintaining good liquidity at all times.

Conversely, negative rating pressure could occur if leverage is
sustained above 4.5x for over 12 months. Any significant
deterioration in liquidity or further dividend payments could also
cause negative rating pressure.

LIST OF AFFECTED RATINGS

Assignments:

Issuer: INEOS Quattro Holdings UK Ltd

BACKED Senior Secured Bank Credit Facility, Assigned Ba3

Issuer: INEOS US Petrochem LLC

BACKED Senior Secured Bank Credit Facility, Assigned Ba3

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

INEOS Quattro Holdings Ltd is an indirect wholly owned subsidiary
of INEOS Limited. It is a globally diversified chemical company
with leading market positions in a wide range of chemicals with
broad market applications such as polystyrene, vinyls and caustic
soda, paraxylene, purified terephthalic acid (PTA), acetic acid and
acetate derivatives. INEOS Quattro generated revenues of EUR18.2
billion and EBITDA of EUR2.6 billion in 2022.


JESSELLA LTD: Goes Into Administration
--------------------------------------
Grant Prior at Construction Enquirer reports that building envelope
specialist Jessella Limited has fallen into administration with FRP
Advisory Trading Ltd now in charge of the company.

The St Albans based firm specialised in facade contracts up to
GBP15 million and has worked on a host of major residential jobs
across London and the South east.

According to Construction Enquirer, latest accounts for Jessella
for the year to March 31, 2022, show a turnover of GBP39.8 million
generating a pre-tax profit of GBP1.4 million.

During the year, the company employed 42 people, Construction
Enquirer notes.


LIFEWAYS GROUP: English High Court Sanctions Restructuring Plans
----------------------------------------------------------------
The English High Court, on Feb. 22, sanctioned restructuring plans
under Part 26A of the Companies Act 2006 (CA 2006) of seven
companies within the Lifeways Group -- the largest provider of
supported living services for adults with complex health needs in
the UK.

The case is notable for being the first successful use of a
restructuring plan by a UK healthcare regulated business. Following
the sanction order, the Lifeways Group was able to complete its
restructuring transaction with its secured lenders on February 24,
which involved a c.GBP100 million haircut of its senior secured
debt, the provision of GBP15 million new super senior money and the
consensual transfer of the Group's ownership from OMERS (the
Ontario Municipal Employees Retirement System) to the Group's
lenders.

The Group's services are regulated by the Care Quality Commission
in England, the Care Inspectorate in Scotland, and the Care
Inspectorate Wales in Wales. The successful restructuring allows
the Group (which employs around 10,000 people) to avoid a formal
insolvency process and enables it to continue delivering improved
specialist care services to some 4,200 vulnerable adults across the
country.

The decision crystalizes the English Court's power to exercise a
cross-class cramdown on creditor classes who dissent, abstain or
fail to attend the creditor meetings, providing welcome
confirmation that a restructuring plan cannot be defeated by
classes of creditors who refuse to vote. Compromised creditors
included landlords, the Group's former professional advisers and
former members of its senior management. The Court also provided
helpful guidance on when shareholders are not affected by a
restructuring plan and do not need to be summoned to vote on it.

Following this successful outcome for the Lifeways Group, the UK
restructuring industry could see an increased use of restructuring
plans for companies in the regulated healthcare sector, which has
experienced significant financial and staffing pressures in the
aftermath of the COVID-19 pandemic and the current high
inflationary/high energy price environment.

The Willkie team was led by partner Graham Lane and included
partners Gavin Gordon, Komal Raina and Jane Scobie, and associates
Alexander Roy, Matteo Clarkson-Maciel, Jason Taylor, John
Lambillion, Julian Grant, Ashley Jamali, Daniel Pront and Ethan
Douglas.


NORSTEAD: Goes Into Administration After Failed Sale
----------------------------------------------------
Tom Keighley at BusinessLive reports that mechanical and electrical
engineering firm Norstead has followed Metnor Construction into
administration with the loss of 52 more jobs.

The specialist provider of design, installation and mechanical and
electrical services is part of Metnor Group, which includes its
sister company that collapsed last week.  Administrators said the
firm, which suffered financial troubles including pressure on
profit margins, had attempted to find a speedy merger or
acquisition by another business in recent weeks but was faced with
no offers, BusinessLive relates.

All staff at Norstead's Newcastle and Maidenhead offices were made
redundant prior to the appointment of Steven Ross and Allan Kelly
of specialist business advisory firm FRP this week, BusinessLive
discloses.  The administrators are now winding up the company and
selling its assets, BusinessLive notes.

According to BusinessLive, Steven Ross, partner at FRP and joint
administrator, said: "The directors launched an accelerated sale
process, but without any viable offers, it was not possible to save
the business, which has now ceased to trade.  Regrettably, this
also meant staff were made redundant prior to the administration.
We're now supporting impacted staff and preparing for an asset
sale."


PALADONE GROUP: Midcap Financial Marks $7.9M Loan at 25% Off
------------------------------------------------------------
Midcap Financial Investment Corporation has marked its $7,942,000
loan extended to Paladone Group Bidco Limited to market at
$5,924,000 or 75% of the outstanding amount, as of December 31,
2022, according to a disclosure contained in Midcap Financial's
Form 10-K for the transition period from April 1, 2022 to December
31, 2022, filed with the Securities and Exchange Commission on
February 21, 2023.

Midcap Financial is a participant in a First Lien Secured Debt Loan
to Paladone Group Bidco Limited. The loan accrues interest at a
rate of 1% (L+550) per annum. The loan matures on November 12,
2027.

Midcap Financial Investment Corporation is a Maryland corporation
incorporated on February 2, 2004.  It is a closed-end, externally
managed, non-diversified management investment company that has
elected to be treated as a business development company under the
Investment Company Act of 1940. Apollo Investment Management, L.P.
is the investment adviser and an affiliate of Apollo Global
Management, Inc. and its consolidated subsidiaries (AGM). Apollo
Investment Administration, LLC, an affiliate of AGM, provides,
among other things, administrative services and facilities for the
Company.

Paladone Group Bidco Limited is a Private Limited Company from West
Sussex United Kingdom.  It is a wholesale consumer goods supplier.

SOLARPLICITY UK: Midcap Financial Marks $5.5M Loan at 64% Off
-------------------------------------------------------------
Midcap Financial Investment Corporation has marked its $5,562,000
loan extended to Solarplicity UK Holdings Limited to market at
$2,009,000 or 36% of the outstanding amount, as of December 31,
2022, according to a disclosure contained in Midcap Financial's
Form 10-K for the transition period from April 1, 2022 to December
31, 2022, filed with the Securities and Exchange Commission on
February 21, 2023.

Midcap Financial is a participant in a First Lien Secured Debt Loan
to Solarplicity UK Holdings Limited. The loan accrues interest at a
rate of 4% per annum. The loan matures on March 8, 2023.

Midcap Financial has classified the loan as non-accrual.

Midcap Financial Investment Corporation is a Maryland corporation
incorporated on February 2, 2004.  It is a closed-end, externally
managed, non-diversified management investment company that has
elected to be treated as a business development company under the
Investment Company Act of 1940. Apollo Investment Management, L.P.
is the investment adviser and an affiliate of Apollo Global
Management, Inc. and its consolidated subsidiaries (AGM). Apollo
Investment Administration, LLC, an affiliate of AGM, provides,
among other things, administrative services and facilities for the
Company.

Solarplicity was a renewable energy company based in Hertfordshire,
England. In August 2019 the company became the 13th energy supplier
to collapse since 2018, affecting around 7,500 domestic and 500
business customers.

YORKSHIRE: At Risk of Going Into Administration
-----------------------------------------------
Matthew Cooper at Mirror reports that Yorkshire are reportedly at
risk of going into administration, with the club set to reveal a
financial cost of around GBP3 million from the Azeem Rafiq racism
scandal.

According to Mirror, the ECB's disciplinary hearing into Mr.
Rafiq's allegations has begun and the Daily Mail report that
Yorkshire could be hit with a "heavy fine" after pleading guilty to
four charges, although their "dire financial position may lead to
them receiving more lenient treatment from the ECB".

Yorkshire have already forked out millions in compensation, having
lost an employment tribunal with six former staff members and
settled one with Mr. Rafiq, Mirror discloses.  The report states
that the club 'agreed a GBP200,000 financial settlement for Rafiq'
and have paid out almost GBP2 million in compensation after the
tribunal found the former staff members' claims of unfair dismissal
to be "well founded".

Yorkshire are also said to have incurred 'several hundred thousand
pounds' worth of legal fees and remain locked in a legal battle
with former physio Wayne Morton, who is demanding GBP566,000 in
compensation, Mirror notes.

The club still owes almost GBP15 million to the Colin Graves Trust,
with a GBP3 million repayment due to be paid later this year, and
Yorkshire's latest accounts admitted there was "material
uncertainty" surrounding the debt, Mirror says.

As a result, Graves, a former Yorkshire and ECB chair, could be set
to return to the club after Lord Patel announced he would be
standing down and confirmed his interest in an interview with the
Yorkshire Post, Mirror relates.




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

[*] BOOK REVIEW: Bankruptcy and Secured Lending in Cyberspace
-------------------------------------------------------------
Author: Warren E. Agin
Publisher: Bowne Publishing Co.
List price: $225.00
Review by Gail Owens Hoelscher

Red Hat Inc. finds itself with a high of 151 5/8 and low of 20 over
the last 12 months! Microstrategy Inc. has roller-coasted from a
high of 333 to a low of 7 over the same period! Just when the IPO
boom is imploding and high-technology companies are running out of
cash, Warren Agin comes out with a guide to the legal issues of the
cyberage.

The word "cyberspace" did not appear in the Merriam-Webster
Dictionary until 1986, defined as "the on-line world of computer
networks." The word "Internet" showed up that year as well, as "an
electronic communications network that connects computer networks
and organizational computer facilities around the world."
Cyberspace has been leading a kaleidoscopic parade ever since, with
the legal profession striding smartly in rhythm. There is no
definition for the word "cyberassets" in the current
Merriam-Webster. Fortunately, Bankruptcy and Secured Lending in
Cyberspace tells us what cyberassets are and lays out in meticulous
detail how to address them, not only for troubled technology
companies, but for all companies with websites and domain names.
Cyberassets are primarily websites and domain names, but also
include technology contracts and licenses. There are four types of
assets embodied in a website: content, hardware, the Internet
connection, and software. The website's content is its fundamental
asset and may include databases, text, pictures, and video and
sound clips. The value of a website depends largely on the traffic
it generates.

A domain name provides the mechanism to reach the information
provided by a company on its website, or find the products or
services the company is selling over the Internet. Examples are
Amazon.com, bankrupt.com, and "swiggartagin.com." Determining the
value of a domain name is comparable to valuing trademark rights.
Domain names can come at a high price! Compaq Computer Corp. paid
Alta Vista Technology Inc. more than $3 million for "Altavista.com"
when it developed its AltaVista search engine.

The subject matter covered in this book falls into three groups:
the Internet's effect on the practice of bankruptcy law; the ways
substantive bankruptcy law handles the impact of cyberspace on
basic concepts and procedures; and issues related to cyberassets as
secured lending collateral.

The book includes point-by-point treatment of the effect of
cyberassets on venue and jurisdiction in bankruptcy proceedings;
electronic filing and access to official records and pleadings in
bankruptcy cases; using the Internet for communications and
noticing in bankruptcy cases; administration of bankruptcy estates
with cyberassets; selling bankruptcy estate assets over the
Internet; trading in bankruptcy claims over the Internet; and
technology contracts and licenses under the bankruptcy codes. The
chapters on secured lending detail technology escrow agreements for
cyberassets; obtaining and perfecting security interests for
cyberassets; enforcing rights against collateral for cyberassets;
and bankruptcy concerns for the secured lender with regard to
cyberassets.

The book concludes with chapters on Y2K and bankruptcy; revisions
in the Uniform Commercial Code in the electronic age; and a
compendium of bankruptcy and secured lending resources on the
Internet. The appendix consists of a comprehensive set of forms for
cyberspace-related bankruptcy issues and cyberasset lending
transactions. The forms include bankruptcy orders authorizing a
domain name sale; forms for electronic filing of documents;
bankruptcy motions related to domain names; and security agreements
for Web sites.

Bankruptcy and Secured Lending in Cyberspace is a well-written,
succinct, and comprehensive reference for lending against
cyberassets and treating cyberassets in bankruptcy cases.



                           *********


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

Troubled Company Reporter-Europe is a daily newsletter co-
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
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Editors.

Copyright 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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