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

                          E U R O P E

          Tuesday, March 28, 2023, Vol. 24, No. 63

                           Headlines



B U L G A R I A

BULGARIAN ENERGY: Fitch Hikes LongTerm IDRs to BB+, Outlook Stable


C R O A T I A

CITY OF ZAGREB: S&P Alters Outlook to Positive, Affirms 'BB' ICR


F R A N C E

ACCOR SA: S&P Alters Outlook to Positive, Affirms 'BB+/B' ICRs
CASINO GUICHARD-PERRACHON: Moody's Cuts CFR to Caa1, Outlook Neg.
ELIS SA: S&P Alters Outlook to Positive, Affirms 'BB+' ICR


G E R M A N Y

IHO VERWALTUNGS: Moody's Rates New EUR500MM Secured Notes 'Ba2'
NORDEX SE: S&P Withdraws 'B' Long-Term Issuer Credit Rating


G R E E C E

CITY OF ATHENS: Moody's Affirms Ba3 Issuer Rating, Outlook Now Pos.


I R E L A N D

HARVEST CLO XII: Moody's Affirms B2 Rating on EUR13MM F-R Notes
RYE HARBOUR: Moody's Affirms Ba2 Rating on EUR23.4MM Cl. E-R Notes


I T A L Y

ITALMATCH CHEMICALS: Fitch Assigns 'B' Final IDR, Outlook Stable


N E T H E R L A N D S

IGNITION TOPCO: Moody's Cuts CFR to Caa1, Alters Outlook to Stable
IGNITION TOPCO: S&P Lowers LT ICR to 'CCC+', Outlook Stable


P O L A N D

BANK MILLENNIUM: Moody's Confirms (P)Ba2 on Unsecured MTN Program
G CITY EUROPE: Moody's Lowers CFR to B1 & Alters Outlook to Stable


S P A I N

FONCAIXA FTGENCAT 5: S&P Affirms 'D (sf)' Rating on Class D Notes


S W E D E N

STORSKOGEN GROUP: Moody's Cuts CFR to B1 & Alters Outlook to Neg.


T U R K E Y

TURKIYE CUMHURIYETI ZIRAAT: Fitch Affirms 'B-' LT Foreign Curr. IDR


U N I T E D   K I N G D O M

AARTEE BRIGHT: Barrett Steel Acquires Entities, 173 Jobs Saved
BRITISH AIRWAYS: S&P Upgrades ICR to 'BB+' on Air Traffic Recovery
CLOUDVIEW: Bought Out of Administration via Pre-pack Deal
ELITE EXTERIOR: Perfectshine Acquires Business
HOWDEN GROUP: S&P Affirms 'B' ICR on Debt Issuance, Outlook Stable

HYPERION REFINANCE: Moody's Rates New $500MM Sec. Term Loan 'B2'
IN THE STYLE: Shareholders Narrowly Approve GBP1.2-Mil. Sale
INTERNATIONAL CONSOLIDATED: S&P Ups ICR to 'BB+' on Recovery
KETTLE INTERIORS: Goes Into Administration, 120 Jobs Affected
PAYSAFE LTD: S&P Affirms 'B' LT ICR on 2023 Growth Prospects

ROYAL MAIL: May Declare Insolvency Amid Pay Talks
TRAFFORD CENTRE: Fitch Affirms 'BBsf' Rating on Three Tranches
VENATOR MATERIALS: S&P Downgrades ICR to 'CCC-' on Weak Liquidity

                           - - - - -


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

BULGARIAN ENERGY: Fitch Hikes LongTerm IDRs to BB+, Outlook Stable
------------------------------------------------------------------
Fitch Ratings has upgraded Bulgarian Energy Holding EAD's (BEH)
Long-Term Foreign- and Local-Currency Issuer Default Ratings (IDR)
to 'BB+' from 'BB'. The Outlook on the IDRs is Stable.

The upgrade reflects BEH's revised Standalone Credit Profile (SCP)
to 'bb' from 'b+', driven by strong financial results and
substantially reduced leverage, and also improvements in the
regulatory framework. BEH's SCP is notched up once for strong links
with its sole owner, the Bulgarian state (BBB/Positive), to arrive
at the 'BB+' IDR.

Fitch has also upgraded BEH's foreign-currency senior unsecured
rating, including the rating of BEH's EUR600 million bonds due 2025
and EUR600 million bonds due 2028, to 'BB+' from 'BB'.

KEY RATING DRIVERS

Improved SCP: Fitch has revised up BEH's SCP to 'bb' from 'b+'
based on higher earnings, lower net debt and, as a result,
substantially reduced financial leverage. This was driven by
progressive liberalisation of the energy market and its full
integration with neighbouring countries', allowing the group to
benefit from a high power-price environment. Fitch expects net
leverage to remain solid for the rating in 2023-2025.

Better Regulatory Framework: The higher SCP also reflects an
improved regulatory framework, which is relevant to a substantial
part of BEH's business mix as on average 19% of EBITDA comes from
regulated gas and electricity transmission. In its view, its SCP
may further strengthen in the medium term, given the planned full
liberalisation of the energy market, albeit also subject to BEH's
financial policy and capex plan.

High Electricity Prices: An increase in the average energy sale
price due to a growing share of free-market transactions (around
80% of generated volumes sold on unregulated market in 2022,
compared with 75% in 2021, 65% in 2020) is the primary driver of
its record EBITDA expectations for 2022. Its rating case assumes
EBITDA to peak in 2022 at around BGN4.4 billion before it trends
lower to about BGN2.5 billion in 2025, which is still well above
the long-term average, as markets normalise. In its view, BEH's
merchant position allows for short-term profit maximisation, but is
a rating constraint as it exposes the group to price risk and
introduces volatility and unpredictability to cash flow.

Liberalisation on Track: After the completion of the planned
liberalisation of the energy market in Bulgaria, Fitch expects BEH
will be able to sell its entire generated volumes in the
competitive market, which should be beneficial for profitability
given the favourable position of most of its generation assets,
particularly nuclear and hydro power plants, in the country's merit
order. Bulgaria's wholesale electricity market is fully liberalised
since June 2021, and the remaining retail part of the market should
transition to market terms by 2025. Fitch views the ongoing
liberalisation as beneficial for BEH's future financial profile,
especially given recent day-ahead market coupling, which enables
Bulgarian energy prices to follow EU electricity market price
dynamics.

Eliminating Public Supplier Burden: Fitch expects the planned
abolition of BEH's subsidiary NEK's public supplier function to
improve the visibility of the group's financial results and enhance
the transparency of regulations. The regulatory framework has
already improved through establishing the Security of the
Electricity System Fund (SESF), which successfully covered deficits
arising from purchasing energy at regulated prices from producers
and selling it to consumers at times of lower tariffs. After
withdrawing the public supplier function, NEK will become a purely
hydro energy generator, which Fitch deems positive for BEH's credit
profile.

Windfall Tax Limits Profits: The Bulgarian government introduced a
generation price cap that differs for each energy source to limit
the increase in electricity prices for customers. If the selling
price exceeds the limit, the generator will pass the additional
revenue to a special fund created to finance capped tariffs for
end-customers. Fitch expects around BGN1.1 billion of contribution
from BEH to SESF in 2023 compared with BGN3.2 billion in 2022,
assuming the price cap remains in place until June 2023 and
wholesale prices decline thereafter. The measure aims to limit
extraordinary profits of generation companies that benefit from
high market prices.

Large Capex Plans: Fitch expects BEH's capex (already high in 2021
at BGN1.7 billion) to remain large over 2023 and 2024 at BGN1.2
billion and BGN1.6 billion, respectively. This will be driven by
spending on the construction of a gas interconnector between
Bulgaria and Serbia, the expansion of underground gas storage in
Chiren and the construction of a liquefied natural gas (LNG)
terminal in Alexandroupolis. Fitch expects it to normalise at
around BGN0.8 billion-BGN0.9 billion per year from 2025.

Support from State: The IDR of BEH reflects a one-notch uplift from
its SCP for strong links with the Bulgarian state (BBB/Positive).
Based on Fitch's Government-Related Entities Rating Criteria, Fitch
views the status, ownership and control links between BEH and the
Bulgarian state as 'Strong', and the support track record and
socio-political and financial implications of a BEH default as
'Moderate'. These all lead to a support score of 17.5, which allows
a one-notch uplift to BEH's SCP as it is not constrained by a cap
defined as the sovereign rating minus one notch given the current
rating differential between the state and BEH.

Corporate-Governance Limitations: BEH's corporate-governance
limitations include a qualified audit opinion for the group's
2009-2021 consolidated financial statements, a fairly complex group
structure, and lower financial transparency than EU peers'. These
limitations are reflected in an ESG Relevance Score of '4' for
group structure and financial transparency.

DERIVATION SUMMARY

BEH has a leading position in the Bulgarian gas and electricity
market through its ownership of most of Bulgaria's power generation
assets (including a nuclear power plant, lignite-fired and hydro
power plants), the country's largest mining company, the country's
electricity transmission network, gas transmission and transit
networks and through its position as the public supplier of both
electricity and gas in Bulgaria.

BEH's integrated business structure and strategic position in the
domestic market makes the group comparable to some of its central
European peers such as MVM Zrt. (MVM, BBB/Negative) and PGE Polska
Grupa Energetyczna S.A. (PGE, BBB+/Stable). However, BEH is a
negative outlier in the peer group in corporate governance and
cash-flow predictability resulting from the high merchant exposure
of its generation assets, which is not mitigated through
quasi-regulated capacity payments, as is the case for PGE, or
through a substantial regulated business. The progressive
liberalisation of the Bulgarian energy market, combined with its
coupling with neighbouring countries' energy markets, substantially
increases BEH's profitability in the current price environment, and
in our view improves regulation transparency.

BEH's rating includes a one-notch uplift from its SCP to reflect
links with the sovereign, whereas this is not the case for MVM or
PGE.

KEY ASSUMPTIONS

Fitch's key assumptions within its rating case for the issuer:

- Group EBITDA averaging BGN3 billion a year over 2022-2026

- Total capex at BGN6.1 billion over 2022-2026

- Dividends at 100% of net income during 2023-2026

- State-provided financing to subsidiary Bulgargaz (BGN800 million)
in 2022

RATING SENSITIVITIES

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

- Stronger SCP due to funds from operations (FFO) net leverage
falling below 3.5x on a sustained basis, and supported by an
internal corresponding leverage target, lower regulatory and
political risk, higher earnings predictability, and better
corporate governance

- Further tangible government support to BEH, such as additional
state guarantees materially increasing the share of
state-guaranteed debt, or cash injections, which would more tightly
link BEH's credit profile with Bulgaria's stronger credit profile

- Upgrade of Bulgaria by two notches

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

- Weaker SCP, for example due to FFO net leverage exceeding 4.5x on
a sustained basis, escalation of regulatory and political risk, or
insufficient liquidity

- Weaker links with the Bulgarian state

LIQUIDITY AND DEBT STRUCTURE

Healthy Liquidity: At end-June 2022 BEH had BGN3.2 billion of
unrestricted cash and equivalents and BGN0.4 billion of
Fitch-projected negative free cash flow (FCF) after acquisitions in
the next 12 months starting from July 2022. This compares with
short-term debt maturities of BGN0.4 billion. The next large debt
maturity is in June 2025, when a EUR600 million (BGN1.2 billion)
bond matures.

ISSUER PROFILE

BEH is a 100% state-owned, integrated utility operating in
Bulgaria. It is involved in electricity generation, electricity
transmission, public supply of electricity, gas transmission and
transit, public supply of gas, lignite mining and
telecommunications.

ESG CONSIDERATIONS

BEH has an ESG Relevance Score of '4' for Group Structure and
Financial Transparency due to a qualified audit opinion, a fairly
complex group structure, and lower financial transparency than EU
peers'. These factors have a negative impact on the credit profile,
and are relevant to the ratings in conjunction with other factors.

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

   Entity/Debt               Rating         Recovery   Prior
   -----------               ------         --------   -----
Bulgarian Energy
Holding EAD         LT IDR    BB+  Upgrade               BB
                    LC LT IDR BB+  Upgrade               BB

   senior
   unsecured        LT        BB+  Upgrade     RR4       BB



=============
C R O A T I A
=============

CITY OF ZAGREB: S&P Alters Outlook to Positive, Affirms 'BB' ICR
----------------------------------------------------------------
On March 24, 2023, S&P Global Ratings revised its outlook on
Croatia's capital of Zagreb to positive from stable. At the same
time, S&P affirmed its 'BB' long-term foreign and local currency
credit ratings on Zagreb.

Outlook

The positive outlook reflects S&P's view that strain on Zagreb's
financial results might recede as projected economic growth and
tight expenditure controls should help mitigate spending pressure
from high inflation and large capital expenditure needs.

Upside scenario

S&P could raise the rating on Zagreb if, over the next 12 months,
the city increased predictability on its financial policy while
maintaining focus on cost controls, and continues to strengthen its
liquidity position by covering a substantial portion of annual debt
service.

Downside scenario

S&P could revise the outlook to stable if financial management
fails to continue the envisaged gradual buildup in cash reserves or
the city achieves fewer budgetary surpluses, for example due to
increased funding needs for its capital expenditure or fewer
transfers.

Rationale

The outlook revision reflects Zagreb's improving liquidity
situation since the start of 2023 and continued economic resilience
with positive GDP growth forecast for 2023-2025. S&P expects tax
revenue to rise significantly despite low economic growth in key
Croatian trading partners like Germany. The ratings take into
account Zagreb's moderately high tax-supported debt and a volatile
policy environment, with potentially rising tensions between
government tiers as elections both on the national and municipal
levels get closer.

Zagreb will, until mid-2023, continue to receive funds from the EU
and Croatia's central government to rebuild public infrastructure
after the March 2020 earthquakes, and will continue to receive some
cohesion funds thereafter. The city's share of the cost of
rebuilding private properties will be spread over a couple of
years, which should ease the burden on yearly expenditure. S&P
continues to view Zagreb as dependent on having a good relationship
with the central government to ensure financing of ongoing projects
and infrastructure development.

Solid economic growth, boosted by eurozone accession, will continue
to strengthen the city's revenue base

Zagreb benefits from its role as Croatia's capital and dominant
economic center. The city contributes about one-third of Croatia's
GDP. Unemployment is about half the national average of 7.0% at
year-end 2022, indicating Zagreb's better socioeconomic profile. We
anticipate that, in the medium term, the city's economy will
benefit from a relatively stable population, which distinguishes it
from the national trend.

S&P said, "Boosted by Croatia's recent accession to the eurozone,
we expect the city's economy to grow broadly in line with the
national pace. We project sound nominal growth of the national
economy in 2023 of more than 8%, down from the high 15% in 2022.
Economic growth forecasts outperform most of Croatia's trading
partners based on a solid recovery of tourism and less economic
dependance on energy prices. The strong economic performance
contributes to Zagreb's tax revenue continuing to expand at very
sound rates.

"The rating on the city incorporates our view of the unpredictable
institutional framework for Croatian local and regional
governments. Changes to tax codes and rates are frequent and
complicate financial planning, and the distribution of resources is
unbalanced and insufficiently aligned to tasks delegated to
municipalities. Zagreb can theoretically modify the surcharge tax,
but has to stay within limits set by the central government.
Similarly, fees for municipal services are subject to government
approval, further limiting revenue flexibility, as highlighted by
the current dispute about water prices.

"Mayor Tomislav Tomasevic, elected in May 2021, has formed a
majority coalition in the city council. He has implemented a
minimum cash policy and reshuffled the city's control over key
municipal enterprises, which should limit risks. We believe that
implementing cost-saving measures might be more difficult, given
consolidation efforts in 2022 like reduction in salaries and
employee reduction. In some cases, some measures have been
challenged by employees via strikes or delayed by courts that ruled
some measures should be implemented slower than management
intended.

"We understand that Zagreb's financial management intends to
increase the transparency of the city's financials and decisions.
We expect that continued investment needs will continue to weigh on
Zagreb's budgetary performance, and note that funds available from
international sources like the EU will decrease, despite the
dedicated goal of predominately using these funds for capital
expenditure."

Sound budgetary performance should enable the gradual reduction of
Zagreb's dependence on short-term loans

S&P said, "We expect Zagreb's operating surplus to average about
12% of operating revenue through 2025, thanks to booming tax
revenue and cost-cutting measures. Moreover, the city has access to
the EU Solidarity Fund until midyear 2023 to alleviate the cost of
rebuilding infrastructure after two earthquakes in March 2020.
According to national law, Zagreb needs to cover 20% of the costs
of rebuilding the more heavily damaged private buildings. The costs
are hard to estimate, but effective drawings on Zagreb's finances
were well below budgeted funds until 2022, which we believe is
likely to continue, effectively limiting the city's contingent
liabilities relating to earthquake-related damage."

Zagreb's budgetary flexibility is limited because most revenue
items depend on the central government's decisions. The city cannot
change its main revenue source, personal income taxes, except for
the surtax charged. Expenditure flexibility is constrained by fixed
subsidies granted to municipal companies Zagrebacki Holding (ZGH)
and Zagrebacki Elektricni Tramvaj (ZET), both of which supply
essential public services. Asset sales have been difficult to
achieve in recent years and do not provide additional room to
maneuver.

S&P said, "We expect Zagreb's tax-supported debt to reach 95% of
consolidated operating revenue in 2025, which we regard as high for
a local government in Central and Eastern Europe. Direct debt is
less than half the city's tax-supported debt, reflecting the
substantial use of nontraditional means like factoring and the debt
of various municipal companies. We therefore include the debt of
ZGH and ZET in our tax-supported debt ratio. We assume Zagreb will
accumulate debt beyond its financing needs to reduce payables to
suppliers and further increase cash holdings in line with a new
minimum cash holding strategy.

"We regard contingent liabilities as low overall. These consist of
spending for earthquake-related damages on private buildings with
low yearly drawings, and some litigation risks. In our view, the
city might support ZGH and ZET by taking on additional payables
from the companies or by injecting capital. Foreign exchange risk
is very limited following the adoption of the euro, because all
debt is in euros.

"In our view, Zagreb's liquidity situation is improving but remains
a credit weakness. Cash on hand increased to EUR37 million by
year-end 2022, but still covers less than half of the next 12
months' debt service and financing needs, leaving the city
dependent on raising debt. The city reduced parts of payables
outstanding in 2022, which we think will ease stress on liquidity.
We view Zagreb's access to external liquidity as satisfactory
because the city has access to a pool of international banks
willing to provide short-term loans."

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the methodology
applicable. At the onset of the committee, the chair confirmed that
the information provided to the Rating Committee by the primary
analyst had been distributed in a timely manner and was sufficient
for Committee members to make an informed decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.

The committee's assessment of the key rating factors is reflected
in the Ratings Score Snapshot above.

The chair ensured every voting member was given the opportunity to
articulate his/her opinion. The chair or designee reviewed the
draft report to ensure consistency with the Committee decision. The
views and the decision of the rating committee are summarized in
the above rationale and outlook. The weighting of all rating
factors is described in the methodology used in this rating
action.

  Ratings List

  RATINGS AFFIRMED; OUTLOOK ACTION  
                             TO              FROM
  ZAGREB (CITY OF)

  Issuer Credit Rating   BB/Positive/--    BB/Stable/--




===========
F R A N C E
===========

ACCOR SA: S&P Alters Outlook to Positive, Affirms 'BB+/B' ICRs
--------------------------------------------------------------
S&P Global Ratings revised our outlook on Accor S.A. to positive
from stable and affirmed its 'BB+/B' issuer credit ratings.

The positive outlook reflects the possibility of a one-notch
upgrade over the next 12 months because S&P assumes Accor's
performance will remain resilient despite the geopolitical crisis
in Europe, such that Accor's worldwide systemwide revenue per
available room (RevPAR) and EBITDA margin will lead to adjusted
debt to EBITDA below 3.5x in 2023 and funds from operations (FFO)
to debt of around 25% and strong free operating cash flow (FOCF) of
about 10% .

The positive outlook reflects a sharp rebound in RevPAR in 2022,
supported to date by continued strong demand momentum. After a
relatively weak RevPAR in first-quarter 2022 due to the Omicron
variant's delay of the easing of the pandemic-related restrictions
in most parts of Europe, Accor witnessed a sharp recovery in the
RevPAR levels in the second half of 2022 supported by pent-up
leisure demand across its key markets and very strong summer
trading in the European markets. More so, "bleisure demand," where
business travel is combined with extended leisure holidays around
weekends assisted the overall recovery in the second half of 2022.

All regions for the group reported RevPAR in the second half of
2022 well above 2019 levels, except for Asia-Pacific where RevPAR
remained lower than 2019 mainly owing to China's strict zero-COVID
policy. This recovery enabled the group to report 2022 revenue 4%
above those of 2019, indicating a recovery to the pre-pandemic
level. However, S&P notes that recovery in the RevPAR is driven
mainly by ADR on the back of the inflationary environment, with the
occupancy level for 2022 still 5%-10% below the 2019 level.

S&P Global Ratings believes challenging macroeconomic conditions
could hinder the momentum in 2023. The path to recovery could be
uneven for 2023, particularly given the macroeconomic pressures and
geopolitical uncertainty stemming from the Russia-Ukraine conflict,
as well as the ongoing inflationary environment and possible mild
recession that we forecast for 2023.

S&P said, "As an updated base case, we assume that revenue will
approach EUR4.6 billion-EUR4.8 billion in 2023, indicating growth
of around 11%-13% as the occupancy levels across region approach
2019 levels. We assume that business travel will continue to
recover and activity levels in China will moderately pick up with
easing of the COVID-19 related restrictions. We anticipate S&P
Global Ratings adjusted EBITDA in 2023 will be closer to 2019
EBITDA on the back of recovery in volumes while EBITDA margins
remain around 17%-18%."

At the same time, the company's high operating leverage still
represents a risk in the current very high inflationary context and
amid the risk of even a mild recession. Although Accor's portfolio
of owned and leased assets has considerably reduced and now
represents only about 2% of the overall portfolio, it has sizable
management contracts, implying significant operating leverage. S&P
said, "Furthermore, we anticipate that the current inflationary
environment will weigh on overall occupancy levels in 2023 across
Europe, given its proximity to the Russia-Ukraine conflict and the
risks of a prolonged recession. We expect that overall occupancy
across Europe may be below the 5%-15% levels seen in 2019."

However, Accor has strong geographic, segment, and customer
diversification, and made significant progress in its cost
initiatives and ability to manage capital expenditure (capex)
during the pandemic. Timely disposals of some of the company's
assets have provided Accor with a sufficient cash balance to
support liquidity and its ability to execute its capex strategy. In
addition, Accor's sizable portfolio of luxury and premium hotels
proved more resilient and recession-proof than other hotel
categories in the past, reflecting its ability to pass on some
inflationary pressure by increasing ADRs. S&P's base case assumes
that this would continue, which would support RevPAR growth in
2023.

S&P said, "We expect S&P Global Ratings-adjusted net debt to EBITDA
for Accor will significantly improve to about 3.0x in 2023 and
2024. Accor posted adjusted debt to EBITDA of 3.3x in 2022,
outperforming our previous base case of 4.0x. This was supported by
a strong rebound in EBITDA and EUR345 million in asset disposals
alongside lower capex than our last base case. In our revised
assumption, we expect Accor's S&P Global Ratings-adjusted EBITDA
for 2023 at EUR800 million-EUR820 million, on the back of an
expected recovery in occupancy and the Chinese economy's re-opening
supporting growth in the region. We expect top-line momentum in
2023, albeit with uneven recovery because of inflationary pressures
and a mild recessionary environment. Our S&P Global
Ratings-adjusted leverage calculations include EUR1.0 billion of
hybrid instruments, which we assess as having intermediate equity
content and treat as 50% equity and 50% debt."

Accor's recent asset disposals and expected FOCF recovery from 2022
would provide an adequate liquidity cushion to handle tough
macroeconomic conditions in 2023.The company's total liquidity was
about EUR2.8 billion as of Dec. 31, 2022, comprising unrestricted
cash balances and full availability under the undrawn EUR1.2
billion revolving credit facility (RCF) with maturity in June 2025
(for EUR1.114 billion) and in June 2024 (for EUR86 million). S&P
said, "Accor demonstrated prudent risk management during the
pandemic, in our view, and secured covenant waivers for its RCF
until December 2024, which would return to testing in 2024
(reported net debt to EBITDA of 3.5x). In the meantime, we expect
it to comply with minimum liquidity covenants. We understand that
the company expects the sale of its Sequana tower to close in 2023
at a disposal price of EUR460 million and has received EUR276
million from the sale of its 3.3% stake in Huazhu in January 2023
(Total proceeds for it are approximately EUR434 million, of which
EUR154 million have been received in 2022). Furthermore, we assume
that the upcoming 2023 debt maturity of EUR295 million would be
repaid rather than refinanced, thus decreasing overall financial
debt. We believe that the net proceeds from these transactions will
strengthen overall liquidity in 2023."

S&P said, "Accor intends to resume dividend payments from 2023;
however, we expect the group will remain cautious with its
shareholder remuneration policies. That said, we anticipate that
Accor will maintain healthy cash generation over our forecast
period through 2023, with FOCF after lease payments at EUR100
million–EUR200 million over the next two years, an adequate cash
cushion and lower leverage in line with our base case.

"The positive outlook reflects the possibility that we could raise
our rating on Accor by one notch over the next 12 months. This is
based on our assumption that Accor will remain resilient despite
the geopolitical crisis in Europe, such that Accor's worldwide
systemwide RevPAR and EBITDA margin perform in line with our
updated base case. This should lead to adjusted debt to EBITDA
below 3.5x in 2023 and FFO to debt close to 25% and strong FOCF to
debt (about 10% adjusted FOCF to debt over the cycle).

"We could raise the rating on Accor to investment-grade if its S&P
Global Ratings-adjusted leverage reduced sustainably below 3.5x,
alongside FFO to debt well above 25%, and strong FOCF after lease
payments (about 10% adjusted FOCF to debt over the cycle).

"An upgrade could follow only if we also saw a track record of
continued improved recovery, such that we assumed Accor would be
capable of sustaining such credit metrics. We would expect this to
be underpinned by conservative financial policy focused on prudent
shareholder returns in the form of dividends and share buy-back
programs.

"We could revise our outlook on Accor to stable if we thought its
adjusted debt to EBITDA would likely stay above 3.5x and FFO to
debt well below the 25% threshold. Although unlikely given our view
of the group's recovery, we could lower our rating if the group's
RevPAR and EBITDA recovery slowed materially in 2023." This could
be the result of:

-- Macroeconomic uncertainty, which could arise from the
escalation of the Russia-Ukraine conflict, higher inflation that
persists for much longer than currently envisaged, or higher fuel
costs that could jeopardize international travel; or

-- The group markedly escalates spending, such as acquisitions,
special dividends, or other forms of shareholder remuneration; or

-- A structural shift in the industry because of changing consumer
behavior, such that the occupancy rate does not recover as
expected, which would undermine our assessment of the sector or
Accor, although this is not in S&P's base case.

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

Social factors are a moderately negative consideration in S&P's
credit rating analysis of Accor. S&P expects sectorwide credit
metrics will recover by 2023.

In addition, the industry is subject to safety risks stemming from
terrorist attacks, accidents, cyber threats, and health scares that
could hurt local and global travel demand. Governance factors are a
moderately negative consideration. Accor has a liberal financial
policy with active portfolio management focusing on maximizing
shareholder returns. Historically, the group has acquired minority
stakes in various investments. It has a 30% stake in AccorInvest,
which has a highly leveraged capital structure and represents about
20% of managed and franchised fees for Accor. This underpins our
assessment of the group's higher threshold for risk. Accor
currently does not guarantee AccorInvest's debt.


CASINO GUICHARD-PERRACHON: Moody's Cuts CFR to Caa1, Outlook Neg.
-----------------------------------------------------------------
Moody's Investors Service has downgraded to Caa1 from B3 the
corporate family rating of Casino Guichard-Perrachon SA and to
Caa1-PD from B3-PD the probability of default rating. Moody's has
also downgraded to B3 from B2 Casino's backed senior secured term
loan B rating, to Caa2 from Caa1 its senior unsecured ratings and
to Caa3 from Caa2 its deeply subordinated perpetual bonds' rating.
Concurrently, Moody's has downgraded to B3 from B2 the backed
senior secured rating of Quatrim SAS. The outlook is negative.

RATINGS RATIONALE

The downgrade reflects continued market share losses in the French
retail market, continued negative free cash flows in France and a
reduction in French retail margins in 2022. The company's leverage
remains very high with Moody's Adjusted (gross) Debt /EBITDA
estimated above 7.0x at group level. The company continues to burn
cash with negative free cash flows in France of around EUR900
million in 2022. This partly offsets the progress the company has
made with recent asset disposals. Moody's expects free cash flows
in France to remain negative in the next 12 to 18 months.

The downgrade reflects also the weak liquidity profile of the
company because the company will have to rely on the proceeds from
its ongoing asset disposal plan to repay upcoming debt maturities.
Casino still has to refinance or repay around EUR1.2 billion worth
of outstanding notes by 2024 and a further EUR1.8 billion worth of
outstanding debt in 2025. Moody's expects Casino will repay 2024
maturities through asset disposals, including the recently
concluded sale of a minority stake in Sendas Distribuidora
S.A.(Assai) for around EUR723 million.

In addition, the downgrade reflects an increasingly challenging
economic environment for grocers in France, with high inflation
affecting consumer spending even for groceries, as well as rising
costs, only partly mitigated by ongoing cost saving initiatives.
Moody's expects Casino to struggle to maintain its sales volumes in
2023 as inflation remains high, consumer confidence remains low and
competition in the French market is fierce.

Lastly, the downgrade reflects the fact that, with the sale of a
controlling stake in its Brazilian subsidiary Assai (now
11.7%-owned), Casino continues to reduce its geographical
diversification, increasing its exposure to the French market. The
recently announced exclusivity agreement with French agricultural
business and retailer Teract, could result in a merger between the
two companies that could strengthen Casino's presence in its
domestic market. That said, the feasibility and the terms of such
transaction remain uncertain at this juncture.

Casino's Caa1 CFR continues to factor in its high leverage;
difficulties to generate recurring positive free cash flow;
ownership by a series of leveraged holdings, which emerged from a
debt restructuring in February 2020; and fierce competition in the
French retail market.

More positively, Casino's rating also incorporates the stable
nature of the demand for food products, which represent the bulk of
the company's sales; its large portfolio of stores, mostly focused
on the more profitable proximity and premium segments; ownership of
Cdiscount, the second-largest online retailer in France; and the
ongoing asset disposal programme, which has been executed
successfully so far.

RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook reflects the uncertainty related to the
company's ability to stabilize its free cash flow generation,
against the backdrop of tough trading conditions in the French
retail market. This ultimately creates a risk that the company will
not be able to repay or refinance its debt maturities coming due in
the next 24 months.

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

The rating could be upgraded if Casino's liquidity improves
substantially. This would require the company to successfully
address its 2024 and 2025 debt maturities while generating
sustainable positive free cash flow before asset disposals in
France and at group level. An upgrade would also require the
company to maintain a sustainable capital structure with Moody's
Adjusted EBIT/Interest expense sustainably above 1.0x and Moody's
Adjusted Debt/ EBITDA below 7x.

The ratings could be downgraded if Moody's believes the company
will be unable to refinance or repay its debt, or the risk of a
distressed exchange or debt restructuring increases.

LIST OF AFFECTED RATINGS

Downgrades:

Issuer: Casino Guichard-Perrachon SA

Probability of Default Rating, Downgraded to Caa1-PD from B3-PD

LT Corporate Family Rating, Downgraded to Caa1 from B3

Subordinate Regular Bond/Debenture, Downgraded to Caa3 from Caa2

BACKED Senior Secured Bank Credit Facility, Downgraded to B3 from
B2

BACKED Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2
from Caa1

Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2 from
Caa1

Issuer: Quatrim SAS

BACKED Senior Secured Regular Bond/Debenture, Downgraded to B3
from B2

Outlook Actions:

Issuer: Casino Guichard-Perrachon SA

Outlook, Remains Negative

Issuer: Quatrim SAS

Outlook, Assigned Negative

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Retail
published in November 2021.

COMPANY PROFILE

With EUR34 billion of reported revenue in 2022, France-based Casino
is one of the largest food retailers in Europe and Latin America.
Its primary shareholder is the French holding Rallye SA (Rallye),
which owned 52% of Casino's capital and held 61% of voting rights
as of March 2023. Casino's chief executive officer Jean-Charles
Naouri controls Rallye through a cascade of holdings.

ELIS SA: S&P Alters Outlook to Positive, Affirms 'BB+' ICR
----------------------------------------------------------
S&P Global Ratings revised its outlook on France-based linens and
hygiene service provider Elis S.A. to positive from stable,
affirmed its 'BB+' issuer credit rating, and affirmed its 'BB+'
rating on Elis' senior unsecured notes with a recovery rating of
'3'.

The positive outlook on the issuer credit rating reflects the
possibility of an upgrade in the next 12 months if Elis continues
to report sound organic growth and stabilizes or improves its
EBITDA margin, leading to an S&P Global Ratings-adjusted debt to
EBITDA below 3x and FFO to debt above 30% on a sustained basis.

Elis' strong revenue growth in 2022 bolstered the company's
deleveraging despite some margin pressure. The company reported
organic growth of 21%, driven by strong recovery in the hospitality
segment, where volumes are now back to prepandemic levels. Growth
was also supported by new business wins, good client retention, and
price increases of about 7%. Adding the contribution of recent
acquisitions, total revenue growth was 25%. However, Elis saw its
EBITDA margin impacted by energy and wage cost increases that it
was either not able to fully pass through to clients, or was able
to pass through only with a time lag, since automatic indexation
clauses in its contracts are based on the last-12-months consumer
price index. Elis saw an increase in spending for gas, electricity,
and fuel of about 80%, and an increase in personnel costs of about
6%. As a result, the S&P Global Ratings-adjusted EBITDA margin fell
to 32.5%, from 33.6% in 2021.

S&P said, "We believe Elis has entered 2023 on a stronger footing,
thanks to contractual price increases and hedging of energy costs
that should support solid revenue growth and an improvement in
operating margins. Organic revenue growth will be mostly supported
by the price increases Elis has been able to negotiate. Demand for
linen rental services remains solid, despite the recent price
increases, driven by growing outsourcing, especially in the less
mature markets of Southern and Central Europe, and clients'
increasing focus on hygiene and sustainability. However, economic
downturn presents a downside risk to our base case if it is more
severe or prolonged than we currently expect. Although Elis'
services are mostly nondiscretionary and resilient to economic
cycles, the company is exposed to some cyclical end markets like
hospitality (25% of 2022 revenue) and the construction and
automotive industries (about 10%). Elis has reduced its exposure to
volatility in energy prices. With hedges in place, it is now well
covered against future increases. Although a sharp drop in energy
prices could impair Elis' revenue growth through the price
indexation of its contracts, this is not our base case. S&P Global
Ratings projects a very moderate and gradual decrease in gas prices
through 2025.

"The group's financial policy supports a sustainable strengthening
of credit metrics to a level commensurate with an investment-grade
rating. Based on our forecast of about 10% organic revenue growth
and a 60 basis points improvement in our adjusted EBITDA margin, we
project that Elis will deleverage to 2.6x-2.8x and strengthen FFO
to debt slightly above 30% by the year-end, meeting our triggers
for a higher rating. Furthermore, Elis clearly outlined its
intention to reduce reported net debt to EBITDA closer to 2.0x in
2023, from 2.5x in 2022, and to deleverage further in the following
years. We believe the company will continue to make bolt-on
acquisitions to expand and strengthen its market positions, but we
do not anticipate large debt-funded acquisitions or shareholder
distributions that would detour Elis from this deleveraging path."
Last year Elis introduced a scrip dividend, which further
demonstrates its commitment to cash preservation and deleveraging.

S&P said, "The positive outlook reflects the possibility of an
upgrade in the next 12 months if Elis continues to report sound
organic growth and stabilizes or improves its EBITDA margin,
leading to an S&P Global Ratings-adjusted debt to EBITDA below 3x
and FFO to debt above 30% on a sustained basis.

"We could revise the outlook to stable if the company's leverage
stayed above 3x and FFO to debt below 30%, stemming from declines
in demand from the most cyclical end markets, or reduced ability to
pass through cost increases. Additionally, rating pressure might
stem from any financial policy changes that lead us to believe the
company is no longer committed to deleveraging

"We could consider raising the rating if Elis generates strong free
operating cash flow, supporting the reduction of adjusted net debt
to EBITDA below 3x and FFO to debt comfortably above 30%. An
upgrade would also depend on the company being committed to
sustaining these metrics in the longer term."

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

S&P said, "ESG factors have no material influence on our credit
rating analysis of Elis. We see increasing sustainability awareness
and health and safety needs as drivers of demand for Elis' products
and services in future years. Its business model inherently
contributes to the circular economy, for instance when it replaces
disposable paper with reusable textiles. Beyond that, Elis'
objective is to reuse or recycle 80% of its end-of-life textiles by
2025 (versus 72% in 2021). In November 2021, Elis signed its first
sustainability-linked RCF, which demonstrates its commitment to
reducing water consumption in its European-based laundries and
improving gender diversity at the managerial level."




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

IHO VERWALTUNGS: Moody's Rates New EUR500MM Secured Notes 'Ba2'
---------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 instrument rating to
IHO Verwaltungs GmbH's ("IHO-V" or "group") proposed EUR500 million
senior secured notes due 2028. All other ratings on IHO-V,
including the Ba2 long term corporate family rating, the Ba2-PD
probability of default rating and the Ba2 instrument ratings on the
existing senior secured notes (due 2025, 2026, 2027 and 2029)
remain unchanged. The outlook on all the ratings is stable.

The proceeds from the new senior secured notes and a cash on hand
will be used to partially redeem the group's outstanding EUR800
million senior secured notes due 2025 and to pay expected fees and
transaction costs.

RATINGS RATIONALE

IHO-V's proposed new 5-year EUR500 sustainability-linked senior
secured notes due 2028 will rank pari passu with the group's
existing external debt, including an EUR800 million senior secured
revolving credit facility (RCF), maturing December 2024, EUR800
million senior secured notes due 2025, around EUR1.2 billion
equivalent senior secured EUR and $ denominated notes due 2026,
around EUR915 million equivalent senior secured EU and $
denominated notes due 2027 and $400 million senior secured notes
due 2029.

The senior secured debt instruments are secured by pledges over 333
million shares in Schaeffler AG (Schaeffler, Ba1 positive), 48.7
million shares in Continental AG (Continental, Baa2 stable) and 9.8
million shares in Vitesco Technologies Group AG (Vitesco), however,
not guaranteed by any of IHO-V's subsidiaries and structurally
subordinated to the debt at the subsidiaries level. Accordingly,
the assigned Ba2 rating on the new senior secured notes is in line
with IHO-V's Ba2 CFR and Ba2-PD PDR, reflecting Moody's standard
assumption of a 50% family recovery rate.

IHO-V intends to use the proceeds from the new senior secured notes
to partially redeem its 3.625% EUR800 million senior secured notes
due 2025, which will be callable at par by May 15, 2023, and to
cover accrued and unpaid interest, as well as expected fees and
transaction costs.

The Ba2 CFR remains unchanged as the proposed transaction will not
affect IHO-V's gross debt, however, likely increase its interest
costs by some estimated EUR20 million per annum and reduce its
interest coverage to below 2.0x in 2023 from 2.1x in 2022, a level
below Moody's 2x minimum guidance for the Ba2 rating category. At
the same time, the transaction will extend the average debt
maturity of the group whose next maturing debt is the EUR800
million RCF in December 2024, under which EUR160 million were drawn
as of December 31, 2023.

Despite the anticipated increase in IHO-V's interest costs and
reduced interest coverage, given Moody's expectation of lower
dividend payments from Continental and Schaeffler this year (around
EUR340 million based on the proposed combined distributions, versus
EUR363 million received in 2022), IHO-V's liquidity remains solid.
As of January 31, 2023, IHO-V's cash position amounted to EUR115
million, while availability under its RCF was EUR640 million. These
cash sources amply exceed IHO-V's basic cash needs over the next
12-18 months, mainly holding costs, interest and income tax
payments of together about EUR230 million annually, as well as
intercompany loan repayments to IHO Beteiligungs GmbH of
approximately EUR100 million this year to cover tax liabilities at
the ultimate parent level.

RATIONALE FOR THE STABLE OUTLOOK

The stable rating outlook incorporates Moody's expectation that IHO
Group's consolidated credit metrics will improve on an expected
recovering operating performance of its subsidiaries in 2023,
IHO-V's good liquidity, currently adequate FFO interest coverage.

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

An upgrade of IHO-V's ratings would require (1) a market
value-based net leverage of 30% or less, and (2) FFO interest cover
above 2.5x on a sustainable basis. An upgrade would also require
(3) Moody's adjusted debt/EBITDA to be sustained below 2.5x and
Moody's adjusted EBITA margin to be improved to around 10%, both
based on INA-Holding Schaeffler GmbH & Co. KG's financial
statements that fully consolidate Schaeffler AG and Continental AG.
An upgrade would also require (4) improved reporting at IHO-V
level.

Moody's could downgrade IHO-V's ratings if its (1) market
value-based net leverage sustainably exceeds 40%; (2) FFO interest
cover deteriorates below 2.0x on a sustainable basis; (3) Moody's
adjusted debt/EBITDA remains above 3.0x and Moody's adjusted EBITA
margin fails to recover to above 8% for a prolonged period of time,
both based on INA-Holding Schaeffler GmbH & Co. KG statements that
fully consolidate Schaeffler AG and Continental AG; or (4)
liquidity deteriorates.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Automotive
Suppliers published in May 2021.

COMPANY PROFILE

Headquartered in Herzogenaurach, Germany, IHO Verwaltungs GmbH
(IHO-V) is a holding company that owns 75% of the share capital
(and 100% of voting rights) in SAG, and 36% and 39.9% of the share
capital in Continental and Vitesco, respectively. These assets are
all leading automotive suppliers in Europe. IHO-V is ultimately
owned through a holding structure by two members of the Schaeffler
family.

NORDEX SE: S&P Withdraws 'B' Long-Term Issuer Credit Rating
-----------------------------------------------------------
S&P Global Ratings withdrew its 'B' long-term issuer credit rating
on Germany-based wind turbine manufacturer Nordex SE at the
company's request. At the time of the withdrawal, the outlook was
stable.




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

CITY OF ATHENS: Moody's Affirms Ba3 Issuer Rating, Outlook Now Pos.
-------------------------------------------------------------------
Moody's Investors Service has changed the outlook on the City of
Athens' rating to positive from stable, while affirming the local
and foreign currency long-term issuer rating of Ba3. Moody's has
also affirmed the city's ba3 Baseline Credit Assessment (BCA).

This rating action follows Moody's decision to change the outlook
on the rating of Government of Greece to positive from stable on
March 17, 2023.

RATINGS RATIONALE

RATIONALE FOR THE OUTLOOK CHANGE

Moody's decision to change the City of Athens' rating outlook to
positive from stable reflects its close operational and financial
linkages with the central government as well as the expectation of
continued strong intrinsic strengths of Athens' financials going
forward.

Moody's expects that Athens will also benefit from reduced systemic
risk, as captured by the change in outlook on Greece's rating of
Ba3 to positive from stable. Should they materialize, Athens will
benefit from the improved credit conditions of the sovereign given
the city's key role as capital city and as an economic and
financial hub. With 40% of the city's operating revenues comprised
of taxes and tariffs sensitive to local economic dynamic, the
country's moderate GDP growth in the following two years will
support Athens' revenue collection. In addition, Moody's believes
that ongoing improvements in the sovereign fiscal position,
institutional quality and level of supervision of regional and
local governments, if they continue, will translate into greater
predictability of government transfers, which account for around
26% of the city's operating revenue. Next Generation EU funds will
also support the local economy.

RATIONALE FOR THE RATING AFFIRMATION

The affirmation of the ba3 BCA and Ba3 issuer rating reflects the
City of Athens' good budgetary planning, low debt burden and good
liquidity profile, which are expected to continue in the following
years. The city's Ba3 rating also reflects its limited financial
flexibility, with expenditures being largely decided by the
sovereign, including personnel costs and capital spending. Moody's
also notes that the City of Athens has a fragile socio-economic
profile, including increased emigration over the last decade, with
a negative impact on labour market.

After two years of lower tax revenue and higher expenditure due to
the coronavirus pandemic, the city has recovered pre-pandemic
positive operating balances of around 2% of operating revenue in
2022, reflecting higher tax revenue. Athens is expected to continue
to record positive operating balances and financing surpluses until
2024, reflecting the city's self-imposed fiscal discipline, higher
revenue collection and controlled spending.

While Moody's expects Athens to gradually increase its capital
expenditure in line with its investment programme (such as
recycling waste, green areas or the renovation of the city's
theatre), such investments will incur limited costs because around
80% of these expenditures will be funded by EU funds and government
transfers.

The city's debt management is robust. Athens' debt burden is low at
around 23% of its operating revenues at year-end 2022, down from
26% in 2021. Moody's expects the city's debt stock to remain low
over the medium-term, at around 20% of operating revenue by 2024.
The city's liquidity profile is good with abundant cash to cover
its annual debt service until 2024, thus limiting refinancing
risks.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

The city of Athens' ESG Credit Impact Score is moderately negative
(CIS-3), mainly reflecting moderate exposure to environmental and
social risks, while its governance is robust.

Athens' environmental issuer profile score is moderately negative
(E-3). With the exception of carbon transition and natural capital
where we see neutral-to-low exposure, Moody's scores Athens'
exposure to the various environmental risks at moderately negative.
The city's main risks are heat stress, water stress and waste and
pollution, all of which could generate future costs for municipal
services. Significant financial support from the EU and from the
central government will mitigate the financial impact of
environmental problems.

Moody's assesses Athens' social issuer profile score as moderately
negative (S-3), reflecting the city's ageing population and high
young unemployment rates. Social responsibilities, such as pensions
and unemployment benefits, were transferred to the central
government in 2018, thus mitigating the impact of social risks on
the City of Athens. Access to housing, healthcare and basic
services is good.

Athens' governance issuer profile score is neutral-to-low (G-2).
Athens benefits from strong institutional quality governance,
characterised by improving policy effectiveness, prudent
forecasting and high data transparency.

The sovereign action required the publication of this credit rating
action on a date that deviates from the previously scheduled
release date in the sovereign release calendar, published on
https://ratings.moodys.com.

The specific economic indicators, as required by EU regulation, are
not available for City of Athens. The following national economic
indicators are relevant to the sovereign rating, which was used as
an input to this credit rating action.

Sovereign Issuer: Greece, Government of

GDP per capita (PPP basis, US$): 32,230 (2021) (also known as Per
Capita Income)

Real GDP growth (% change): 8.4% (2021) (also known as GDP Growth)

Inflation Rate (CPI, % change Dec/Dec): 4.4% (2021)

Gen. Gov. Financial Balance/GDP: -7.5% (2021) (also known as Fiscal
Balance)

Current Account Balance/GDP: -6.8% (2021) (also known as External
Balance)

External debt/GDP: [not available]

Economic resiliency: baa3

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

On March 17, 2023, a rating committee was called to discuss the
rating of the Athens, City of. The main points raised during the
discussion were: The issuer's economic fundamentals, including its
economic strength, have materially increased. The issuer's
governance and/or management, have materially increased. The
issuer's fiscal or financial strength, including its debt profile,
has not materially changed. The systemic risk in which the issuer
operates has materially decreased.

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

The strengthening of Greece's credit profile, as reflected by an
upgrade of the sovereign rating, would have positive credit
implications for Athens via a reduction in systemic risk. In
addition, an upgrade of Athens' rating would also require a
continuation of the city's solid budgetary performance, adequate
liquidity position and low debt levels.

Similarly, a deterioration of sovereign credit strength would put
downward pressure on Athens' rating given the close financial and
operational linkages between the two entities. Fiscal slippage,
rapidly rising debt levels or the emergence of significant
liquidity risks would also exert downward pressure on the city's
rating.

The principal methodology used in these ratings was Regional and
Local Governments published in January 2018.



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I R E L A N D
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HARVEST CLO XII: Moody's Affirms B2 Rating on EUR13MM F-R Notes
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Harvest CLO XII Designated Activity Company:

EUR40,800,000 Class B1-R Senior Secured Floating Rate Notes due
2030, Upgraded to Aaa (sf); previously on Aug 11, 2021 Upgraded to
Aa1 (sf)

EUR10,000,000 Class B2-R Senior Secured Fixed Rate Notes due 2030,
Upgraded to Aaa (sf); previously on Aug 11, 2021 Upgraded to Aa1
(sf)

EUR23,750,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2030, Upgraded to Aa3 (sf); previously on Aug 11, 2021
Upgraded to A1 (sf)

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

EUR239,000,000 (Current outstanding amount EUR225,734,607) Class
A-R Senior Secured Floating Rate Notes due 2030, Affirmed Aaa (sf);
previously on Aug 11, 2021 Affirmed Aaa (sf)

EUR21,400,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed Baa1 (sf); previously on Aug 11, 2021
Upgraded to Baa1 (sf)

EUR26,300,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed Ba2 (sf); previously on Aug 11, 2021
Affirmed Ba2 (sf)

EUR13,000,000 Class F-R Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed B2 (sf); previously on Aug 11, 2021
Affirmed B2 (sf)

Harvest CLO XII Designated Activity Company, issued in August 2015
and reset in October 2017, is a collateralised loan obligation
(CLO) backed by a portfolio of mostly high-yield senior secured
European loans. The portfolio is managed by Investcorp Credit
Management EU Limited. The transaction's reinvestment period ended
in November 2021.

RATINGS RATIONALE

The rating upgrades on the Class B1-R, Class B2-R and Class C-R
Notes are primarily a result of the deleveraging of the Class A-R
Notes following amortisation of the underlying portfolio since the
last review in June 2022.

The Class A-R Notes have paid down by approximately EUR7.11 million
(3.0%) since the last review and EUR13.27 million (5.6%) since
closing. As a result of the deleveraging, over-collateralisation
(OC) has increased across the capital structure. According to the
trustee report dated February 2023 [1] the Class A/B, Class C,
Class D, Class E and Class F OC ratios are reported at 138.8%,
128.0%, 119.6%, 110.7% and 106.7% compared to May 2022 [2] levels
of 137.3%, 126.9%, 118.8%, 110.1% and 106.3%, respectively. Moody's
notes that the February 2023 principal payments are not reflected
in the reported OC ratios.

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

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

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

Performing par and principal proceeds balance: EUR385.48m

Defaulted Securities: none

Diversity Score: 54

Weighted Average Rating Factor (WARF): 2926

Weighted Average Life (WAL): 3.37 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.66%

Weighted Average Coupon (WAC): 4.24%

Weighted Average Recovery Rate (WARR): 44.57%

Par haircut in OC tests and interest diversion test: 0%

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

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
December 2021.

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank and swap providers,
using the methodology "Moody's Approach to Assessing Counterparty
Risks in Structured Finance" published in June 2022. Moody's
concluded the ratings of the notes are not constrained by these
risks.

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

The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes'
performance.

Additional uncertainty about performance is due to the following:

Portfolio amortisation: The main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.

In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
other Moody's analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.

RYE HARBOUR: Moody's Affirms Ba2 Rating on EUR23.4MM Cl. E-R Notes
------------------------------------------------------------------
Moody's Investors Service has taken a variety of rating actions on
the following notes issued by Rye Harbour CLO, Designated Activity
Company:

EUR10,000,000 Class C-1R Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Aa3 (sf); previously on Jul 7, 2022
Affirmed A1 (sf)

EUR12,750,000 Class C-2R Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Aa3 (sf); previously on Jul 7, 2022
Affirmed A1 (sf)

EUR11,000,000 Class F-R Senior Secured Deferrable Floating Rate
Notes due 2031, Downgraded to B3 (sf); previously on Jul 7, 2022
Affirmed B2 (sf)

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

EUR186,750,000 (Current outstanding amount EUR182,160,041) Class
A-1R Senior Secured Floating Rate Notes due 2031, Affirmed Aaa
(sf); previously on Jul 7, 2022 Affirmed Aaa (sf)

EUR25,000,000 Class A-2R Senior Secured Fixed Rate Notes due 2031,
Affirmed Aaa (sf); previously on Jul 7, 2022 Affirmed Aaa (sf)

EUR15,000,000 Class B-1R Senior Secured Floating Rate Notes due
2031, Affirmed Aaa (sf); previously on Jul 7, 2022 Upgraded to Aaa
(sf)

EUR20,000,000 Class B-2R Senior Secured Fixed/Floating Rate Notes
due 2031, Affirmed Aaa (sf); previously on Jul 7, 2022 Upgraded to
Aaa (sf)

EUR19,225,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Baa1 (sf); previously on Jul 7, 2022
Affirmed Baa1 (sf)

EUR23,400,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Ba2 (sf); previously on Jul 7, 2022
Affirmed Ba2 (sf)

Rye Harbour CLO, Designated Activity Company, issued in January
2015 and reset in April 2017, is a collateralised loan obligation
(CLO) backed by a portfolio of mostly high-yield senior
secured/mezzanine European loans. The portfolio is managed by Bain
Capital Credit, Ltd. The transaction's reinvestment period ended in
April 2022.

RATINGS RATIONALE

The upgrades on the ratings on the Class C-1R and Class C-2R notes
are primarily a result of a shorter weighted average life of the
portfolio which reduces the time the rated notes are exposed to the
credit risk of the underlying portfolio; the downgrade of the
rating on the Class F-R notes is due to the additional defaults and
the marginally lower weighted average recovery rate of the
portfolio since the last rating action in July 2022.

Moody's notes that the January 2023 payment made to the Class A-1R
notes is not compliant with the transaction documentation.

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

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

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

Performing par and principal proceeds balance: EUR335.96m

Defaulted Securities: EUR3.71m

Diversity Score: 52

Weighted Average Rating Factor (WARF): 2872

Weighted Average Life (WAL): 3.40 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.65%

Weighted Average Coupon (WAC): 4.54%

Weighted Average Recovery Rate (WARR): 43.86%

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

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
December 2021.

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank using the methodology
"Moody's Approach to Assessing Counterparty Risks in Structured
Finance" published in June 2022. Moody's concluded the ratings of
the notes are not constrained by these risks.

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

The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change.The collateral manager's investment decisions and
management of the transaction will also affect the notes'
performance.

Additional uncertainty about performance is due to the following:

Portfolio amortisation: The main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.

Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's
over-collateralisation levels.  Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Recoveries higher
than Moody's expectations would have a positive impact on the
notes' ratings.

In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
other Moody's analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.



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

ITALMATCH CHEMICALS: Fitch Assigns 'B' Final IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has assigned Italmatch Chemicals S.p.A. a final
Long-Term Issuer Default Rating (IDR) of 'B' with a Stable Outlook.
The agency also assigned a final senior secured rating of 'B' to
Italmatch's new EUR690 million five-year notes, split between
EUR300 million 10% notes and EUR390 million floating- rates notes.
The Recovery Rating is 'RR4'.

The proceeds of the notes issued in February 2023 were used to
refinance the company's existing EUR650 million notes maturing in
2024 and pay issuance-related fees and original issue discount. The
effective maturity of Italmatch's revolving credit facility (RCF)
has been extended to October 2027.

The Long-Term IDR reflects Italmatch's high leverage, although
Fitch expects EBITDA gross leverage to drop below 6x by 2025 from
8.4x in 2021 and EBITDA net leverage to remain below 5x by 2025 (8x
in 2021) due to strong EBITDA growth and the capital injection by
minority shareholder Saudi Arabian Industrial Investments Company
(DUSSUR).

The ratings also capture Italmatch's robust business profile as a
diversified specialty chemical producer with leading position in
niche markets that require a good understanding of complex
chemistries.

KEY RATING DRIVERS

Diversified Specialty Company: Italmatch's differentiated product
offering underpin its long-term relationships with a variety of
large customers, and enables stable margins. It benefits from deep
knowledge of phosphorus chemistries to address different
end-markets such as industrial water treatment and desalination,
geothermal and mining, plastics or lubricants manufacturing, oil
drilling and personal care ingredients. Its industrial footprint is
spread out between Europe, north America and Asia with flexible
plants capable of producing various product ranges.

Supplier Dependence: Italmatch remains dependent on few countries
for the supply of elemental phosphorus, but its strategy to
increase safety stocks in 2022 has allowed it to increase its
margins and gain market share over smaller competitors.

Improving but High Leverage: The capital injection of EUR100
million by DUSSUR has reduced Italmatch's leverage. However, as
Fitch expects prices to moderate in 2023-2026, Fitch forecasts
EBITDA gross leverage to increase to 6.5x in 2023 from 5.2x in
2022, and to average 6.0x in 2023-2026. Fitch expects EBITDA net
leverage to drop below 5x by 2025 from 8x in 2021. The high
leverage will result in fairly low EBITDA interest coverage below
2x in its rating case. Fitch expects cash to build up from 2023,
which could be used for EBITDA-accretive acquisitions or greenfield
projects, thereby improving its credit profile.

Reliable and Innovative Supplier: Italmatch demonstrated its
pricing power in 2022 as it navigated a severe shortage and cost
inflation of raw materials, resulting in a 68% increase of EBITDA
to EUR155 million in its forecast for that year. This was supported
by its differentiated offering, new product launches and its
ability to secure key raw material by building up inventories, when
competitors suffered shortages. While Fitch believes slower raw
material cost inflation and reduced product scarcity will lower
prices, Fitch expects Italmatch's pricing power and new products to
result in higher prices than in 2018-2021. Its products usually
account for a small portion of the cost of its customers' products,
but are critical to their performance or for the maintenance of
equipment.

Firm Market Growth Prospects: Fitch assumes stable sales volumes in
2023 due to the weak economic environment, followed by
mid-single-digit increases annually from 2024 as Italmatch benefits
from expanded capacity and favourable medium-term drivers. Demand
for water additives will benefit from a focus on the efficient use
and re-use of water. Efficiency concerns and growth opportunities
in the wind turbine industry should support lubricant additives
sales.

Further, Fitch expects health and safety considerations to help
increase the penetration of Italmatch's halogen-free flame
retardants, while its personal care additives will benefit from
resilient demand. The most volatile end-market is fracking, which
represents about half of volumes within the oil and gas segment, an
important market for Italmatch.

Positive Cash Generation: Fitch expects Italmatch to generate
positive free cash flow (FCF) over 2023-2026 on structurally higher
EBITDA and moderate capex at 3%-4% of sales following rapid
external growth and greenfield projects over the last five years.
This will help mitigate the impact of an increased interest burden.
Positive FCF will lead to cash build-up that could fund expansion
plans while limiting the use of incremental debt.

Middle East Opportunity: The entry of DUSSUR in Italmatch provides
development opportunity in the Middle East, a key market for
additives used in desalination, oil and gas applications or
geothermal energy. Italmatch already has a regional presence, but
could increase its penetration or consider greenfield projects.
While Fitch does not rule out opportunistic acquisitions, Fitch
believes the new partnership could shift the direction to organic
capacity expansion.

Barriers to Entry: The products Italmatch offers are niche and with
few competitors. Fitch views high barriers to entry to Italmatch's
leading positions in these niche markets, as the company
specialises in products with differentiated or bespoke properties,
or that are key in the manufacturing process of a final product.
Italmatch works alongside many of its customers to develop bespoke
products to meet customers' specifications, creating a longstanding
relationship with them.

DERIVATION SUMMARY

Compared with pure specialty chemical manufacturer Nouryon Holding
B.V. (B+/Stable), Italmatch is significantly smaller, less
diversified, has lower profit margins and more cash flow
volatility. Fitch expects Nouryon to deleverage faster than
Italmatch.

Root Bidco S.a.r.l. (Rovensa, B/Stable) has similar scale and focus
on specialty solutions as Italmatch and a diversified industrial
footprint. While Rovensa has less diversified end-markets, the
specialty crop nutrition industry growth is stronger than
Italmatch's markets, and more resilient.

Nobian Holdings 2 B.V. (B/Stable) is a commodity producer with
larger scale, deeper vertical integration and margins. However,
Italmatch is more diversified and has lower leverage.

Lune Holdings S.a r.l. (Kem One, B/Stable) is also a
vertically-integrated commodity producer. It is significantly less
leveraged than Italmatch but its diversification is weaker and its
cash flows are more volatile.

KEY ASSUMPTIONS

- Steady volumes sold in 2022 and 2023, before growing 5% in 2024,
4% in 2025 and 3% in 2026

- Average selling prices to fall 13% in 2023, after growing 40% in
2022, and fairly stable to 2026

- EBITDA margin decreasing to about 16% in 2023-2026 from 18% in
2022

- Capex at 3%-4% of sales to 2026

- No dividends or M&A to 2026

Recovery Analysis Assumptions

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

Its GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganisation EBITDA level upon which Fitch bases the
enterprise valuation (EV). The GC EBITDA of EUR100 million reflects
a weak macro environment negatively affecting volumes in key
cyclical end-markets such as oil and gas, a competitive environment
driving prices lower, and moderate corrective actions.

Fitch uses a multiple of 5x to estimate a GC EV for Italmatch
because of its focus on specialty chemicals that translates into
moderate volume and margin volatility. It also captures the
company's diversified business profile and modest scale.

Fitch assumes its revolving credit facility (RCF) to be fully drawn
and to rank super senior, along with debt at Italmatch operating
entities, to senior secured notes.

After deducting 10% for administrative claims, Fitch's analysis
resulted in a waterfall-generated recovery computation (WGRC) for
the senior secured instruments in the 'RR4' band, indicating a 'B'
instrument rating. The WGRC output percentage on current metrics
and assumptions is 41%.

RATING SENSITIVITIES

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

- EBITDA gross leverage below 4x on a sustained basis

- EBITDA interest coverage above 3x on a sustained basis

- A material increase in scale through entry in new markets or
expansion of market share

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

- EBITDA gross leverage above 6x on a sustained basis

- EBITDA interest coverage below 1.5x on a sustained basis

- Weakening pricing power negatively affecting margins at times of
raw material cost inflation

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: Italmatch benefits from an undrawn RCF of
EUR107 million effectively due in 2027 following the refinancing
carried out in January 2023 with notes maturing in 2028. As Fitch
projects positive FCF over 2023-2026, Fitch expects Italmatch's
liquidity to be comfortable, assuming no dividends, acquisitions or
significant growth capex.

ISSUER PROFILE

Italmatch is a producer of specialty chemicals used in various
applications such as water treatment, lubricants or flame
retardants.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch reclassified EUR6.9 million lease liabilities from financial
liabilities to other liabilities, and deducted EUR4.4 million
depreciation of right-of-use assets and EUR0.4 million
lease-related interest expense from EBITDA.

Fitch added factoring to accounts receivables and short-term
financial debt.

Fitch added EUR10.2 million amortised issuance costs to financial
debt.

Fitch added back EUR8.7 million non-recurring costs to EBITDA and
funds from operations.

ESG CONSIDERATIONS

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

   Entity/Debt             Rating         Recovery   Prior
   -----------             ------         --------   -----
Italmatch
Chemicals S.p.A.    LT IDR B  New Rating           B(EXP)

   senior secured   LT     B  New Rating    RR4    B(EXP)



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

IGNITION TOPCO: Moody's Cuts CFR to Caa1, Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service downgraded Ignition Topco BV's (IGM
Resins or the company) corporate family rating and probability of
default rating to Caa1 and Caa1-PD from B3 and B3-PD, respectively.
Concurrently Moody's downgraded the instrument rating of Ignition
Midco BV's backed senior secured bank credit facilities to Caa1
from B3. The outlook of both entities changed to stable from
negative.

RATINGS RATIONALE

The downgrade of IGM Resins' rating reflects Moody's view that IGM
Resins has limited buffer for downside risks without raising new
debt or equity. As of end January 2023, the company had around
EUR23.5 million of cash on balance, of which $18.7 million are
earmarked for payments related to the acquisition of Jiangsu Litian
Technology (Litian) expected in 2023. The liquidity is further
constrained by local short-term debt, which the company expects to
continuously roll over. In a scenario where the company would not
be able to roll over the short-term debt, the company would need
alternative liquidity sources.

The rating action also incorporates Moody's expectation that the
company's credit metrics will not return to levels commensurate
with a B3 rating through 2023. Earnings in the back half of 2022
were materially weaker than both Moody's and management expected,
highlighting softness in the company's end markets and competitive
pressure. Moody's anticipates gross leverage, on a Moody's defined
and adjusted basis, to range from 8x-10x by the end of 2023. There
is a high degree of uncertainty attached to the forecast given the
current soft demand for IGM Resins' products.

In 2022, the company's operating performance was materially weaker
compared to Moody's previous expectations. Based on unaudited
management reports, IGM Resins' management-adjusted EBITDA declined
to EUR36 million (EUR39.5 million including full year contribution
of Litian but excluding future synergies) in 2022 from EUR48
million during the year-earlier period, mainly because of lower
demand for ultraviolet curing materials especially in China (1/3 of
the global market) as a result of Covid-19 related lockdowns and
the zero-COVID policy that followed, leading to increased
competitive pressure from Chinese producers in other regions, while
high energy costs for its Italian plant, raw material shortages and
delayed ramp-up of its new production facility in China prevented
the company to counter this. The last quarter of 2022 was
particularly weak driven by destocking activities in the whole
chain.

In tandem, the company incurred large one-off and exceptional costs
of over EUR36 million, resulting in a negative Moody's-adjusted FCF
of over EUR45 million in 2022. Moody's believes that the majority
of these costs will not recur over the next 12 months, but IGM
Resins has a weak track record of foreseeing these costs over the
last two years. In 2022, one-off and exceptional costs were more
than double as large as indicated by the company's 2022 budget,
albeit some of which were related to the temporary shutdown of its
Italian plant because of high European energy costs, and M&A
related expenses after the Litian transaction that were not
included in its initial budget or related to the construction of
the new Anqing plant that is now finalized.

Besides some local debt in China and the backed senior secured
revolving credit facility (RCF), Ignition Midco BV's main debt
maturity occurs in July 2025 when the EUR325 million backed senior
secured term loan B mature. Moody's believes that the company needs
to improve its credit metrics meaningfully over the next 12-18
months to support a future refinancing.

More generally, IGM Resins' CFR reflects positively the company's
strong market position as the global leader for photoinitiators;
newly-invested productions sites in China which should lower its
cost base; and that the company does not face any immediate
refinancing needs for its main debt instrument.

IGM Resins' highly leveraged capital structure; tight liquidity
profile with limited buffer for downside risks; small production
footprint; track record of incurring large one-off costs; Moody's
expectation of no material free cash flow (FCF) in 2023; and its
small scale constrain the rating.

OUTLOOK

The stable outlook reflects that the company does not face
immediate refinancing risks for its main debt instrument and
Moody's expectation that its earnings start to recover in the
second half of 2023, though the pace and degree of a recovery
remains uncertain.

LIQUIDITY

IGM Resins' liquidity profile is tight and vulnerable to negative
developments. As of end January 2023, the company had around
EUR23.5 million of cash on balance, of which $18.7 million are
earmarked for another payments related to the acquisition of
Litian. In addition, the company has access to a EUR50 million RCF,
of which EUR21.2 million are drawn as of end January 2023.
Liquidity is further constrained by short-term debt, which the
company expects to continuously roll over.

The RCF is subject to a springing 7.7x senior secured net leverage
covenant (9x as of end January 2023). The company negotiated with
is RCF lenders a covenant waiver for its senior secured net
leverage ratio from Q1-23 to Q3-23. Based on the company's
disclosure, there is a minimum liquidity condition during the
covenant holiday period.

STRUCTURAL CONSIDERATIONS

The EUR325 million backed senior secured TLB and EUR50 million RCF
are rated Caa1, in line with the company's CFR. This reflects the
dominant position of the senior secured instruments in the debt
capital structure. The senior secured facilities benefit from
guarantors representing at least 80% of consolidated group EBITDA
(based on the definition of the senior secured facilities). The
effective guarantor coverage is lower because some subsidiaries are
located in jurisdictions (Brazil, China, Japan, Taiwan and South
Korea) which are excluded under the definition of the guarantor
coverage test. Moody's views the TLB and RCF as essentially
unsecured, given the security package provided (such as shares,
intragroup receivables and bank accounts other than those dedicated
to cash pooling accounts). Furthermore, Moody's notes that there is
local debt at non guarantors entities in China and at least some of
the local debt is secured against assets. Secured debt at operating
entities could lead to a notching difference between the instrument
rating and the CFR.

ESG CONSIDERATIONS

IGM Resins has aggressive financial policies, illustrated by its
leveraged capital structure and weakened liquidity profile. The
company exhibits weaker financial reporting disclosures than public
companies, including a relatively high amount of adjustments, and
performance relative to forecast reveals a somewhat weak track
record. Its financial sponsor, Astorg VI (Astorg), controls the
board of directors. Restrictions in some countries, like China, can
make it more difficult for the company to repatriate cash, which
increases the company's organisational complexity.

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

The ratings could be upgraded if (1) the company's debt/EBITDA
progresses towards 6.5x; (2) there is evidence of sustained
improvement in its operational performance and a declining trend in
one-off costs; (3) the company generates meaningful positive FCF;
(4) EBITDA/Interest increases above 1.5x; and (5) the company's
liquidity profile improves.

Moody's could downgrade ratings if (1) the company's liquidity
weakens further; (2) there is evidence of further operational
underperformance; or (3) the company fails to address its debt
maturities well ahead of due date.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Ignition Topco BV is the parent company of operating companies that
trade under the name IGM Resins (IGM), with head offices in
Waalwijk, the Netherlands. IGM is a leading global supplier of
energy curing (UV) raw material solutions. These products are
high-value-added photoinitiators, acrylates and additives that are
used in a wide variety of industries, among which the packaging and
printing industry, wood, plastic, and metal coatings industry along
with the electronics and electrics industry and other special
applications such as 3D printing and optical products. In 2022, the
company generated pro-forma revenues of EUR287 million and
company-adjusted EBITDA (including Litian but excluding future
synergies) of EUR39.5 million. The company has been owned by funds
managed by Astorg since 2018.

IGNITION TOPCO: S&P Lowers LT ICR to 'CCC+', Outlook Stable
-----------------------------------------------------------
S&P Global Ratings lowered to 'CCC+' from 'B-' its long-term issuer
credit rating on Ignition Topco B.V., the parent of IGM Resins, and
its issue rating on the senior secured first-lien facilities,
including a EUR50 million revolving credit facility (RCF) due 2024
and EUR325 million term loan B due 2025. The recovery rating is '3'
(50%-70%; rounded estimate: 55%).

S&P said, "The stable outlook indicates that we expect IGM's
liquidity to be sufficient to maintain operations for the next 12
months, and that once testing resumes, it will comply with its
financial covenants, although headroom will be limited. We forecast
that credit metrics will improve within the next 12 months,
supported by a gradual recovery in operating performance.

"The downgrade was prompted by a slower recovery in demand for
IGM's products than we previously expected. This delayed the
predicted reduction in leverage. We had previously expected to see
a gradual recovery in demand in the fourth quarter of 2022; this
did not materialize. In late 2022, low demand for its core
photo-initiator (PI) range, caused by pandemic lockdowns in China,
combined with the sudden increase in the price of gas and energy in
Europe, forced the company to reduce production, for example, by
temporarily stopping lines at its Mortara plant. This move weakened
the absorption of fixed costs, increased operating costs, and
caused the company to incur unexpected one-off costs. IGM reported
S&P Global Ratings-adjusted EBITDA of EUR21 million, below our
previous forecast of EUR29 million-EUR34 million. As a result,
leverage rose to 18x in 2022.

"In response to the slow pick-up in demand, we believe management
will continue to focus on reducing excess inventories in the near
term. We expect recovery to be subdued throughout 2023 and that the
plant utilization rate will improve only gradually. This will
hamper fixed-cost absorption and delay margin improvements.
Although we anticipate that the cost of one-off items will ease
significantly, this will only partially offset the pressure on
profit margins. Consequently, we forecast that adjusted EBITDA
margin will be 12.0%-12.5% in 2023 and 2024; our previous estimate
was 13.5%-14.0%. We now anticipate that leverage will remain high
at 9.0x-10.0x and FOCF will be modestly negative, which indicates
that the company's capital structure is unsustainable.

"We acknowledge that management's efforts to focus on cash
preservation will support liquidity. Working capital management was
enhanced in 2022 by improvements to inventory management and
changes to contract terms related to cash collections. IGM reported
working capital inflows of EUR10 million in 2022, significantly
higher than we had anticipated. This positive trend has continued
into 2023, even when sales volumes picked up, attesting to
management's commitment to improving cash flow generation.
Liquidity should be bolstered further by management initiatives on
capital expenditure (capex) discipline and the implementation of
monthly monitoring of projects, In addition, IGM has the
flexibility to postpone some of its growth capex, if needed, to
preserve cash.

"In our view, the company has sufficient liquidity to support its
debt service and maintain operations over the next 12 months.
Positive measures to protect IGM's liquidity position and allow
management to focus on operations include the recent extension of
the revolving credit facility (RCF) to Dec. 31, 2024, from July 2,
2024, and a covenant waiver that will cover the next three
quarters. That said, IGM's relatively small EBITDA base and high
cash interest payments continue to weigh on FOCF. The company is
reliant on external funding to fund operating shortfalls.
Therefore, absent any concrete plans to strengthen liquidity
sources permanently, its liquidity may deteriorate when its RCF
matures on Dec. 31, 2024.

"The stable outlook indicates that we expect IGM's liquidity to be
adequate to maintain operations for the next 12 months, and that
once testing resumes, it will comply with its financial covenants,
although headroom will be limited. We forecast that credit metrics
will improve within the next 12 months, supported by a gradual
recovery in operating performance.

"We could lower our rating if the anticipated gradual recovery in
EBITDA did not materialize, for example, if volume growth remains
weak and operating costs are high for an extended period. In such a
scenario, we forecast that FOCF would become more negative, causing
the liquidity position to weaken and eroding covenant headroom.

"We could also lower our rating if the company cannot refinance its
term loan well before its July 2025 maturity date, or if we
anticipate an increased likelihood of a distressed restructuring.

"In our view, an upgrade is unlikely within the next 12 months.
That said, we could raise the rating if operating performance
recovers more than anticipated, leading to higher-than-anticipated
EBITDA, sustained positive FOCF, and leverage reducing to below
8.0x. An upgrade would also depend on IGM maintaining adequate
liquidity and significantly improved covenant headroom."

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

S&P said, "Environmental factors are an overall neutral
consideration in our credit rating analysis of Ignition Topco B.V.
As a specialty chemicals producer focusing on photo-initiator
products for UV coatings and inks, IGM Resins has good medium- to
long-term growth potential. This reflects UV curing products'
better performance and more environmentally friendly properties
compared with traditional coatings and printing inks. However, IGM
Resins is exposed to price competition with low-cost Asian players
for its nonspecialty product range.

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




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

BANK MILLENNIUM: Moody's Confirms (P)Ba2 on Unsecured MTN Program
-----------------------------------------------------------------
Moody's Investors Service has downgraded the long-term deposit
ratings of mBank S.A. (mBank) to Baa1 from A3 and changed the
outlook to negative from ratings under review. The rating agency
also downgraded the bank's Baseline Credit Assessment (BCA) to ba1
from baa3 and its Adjusted BCA to baa3 from baa2 while it affirmed
its P-2 short-term deposit ratings.

Concurrently, Moody's has downgraded the long-term issuer ratings
of mBank Hipoteczny S.A. (mBH) to Baa2 from Baa1 and changed the
outlook to negative from ratings under review. The bank's P-2
short-term issuer ratings were affirmed.

At the same time, Moody's has confirmed Bank Millennium S.A.'s (BM)
Baa3/P-3 long- and short-term deposits ratings and its (P)Ba2
junior senior unsecured MTN program ratings and changed the outlook
on the long-term deposit ratings to negative from ratings under
review. The rating agency further downgraded the bank's BCA to ba3
from ba2 and confirmed its Adjusted BCA at ba2.

The rating actions conclude the review for downgrade on mBank and
mBH opened on December 20, 2022 and the review for downgrade on BM
opened on July 20, 2022 and extended on December 20, 2022.

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

RATINGS RATIONALE

RECENT DEVELOPMENTS AFFECTING MBANK AND BM

Tail risks for mBank and BM have increased significantly in light
of the opinion[1] of the Advocate General of the European Court of
Justice (ECJ), which lifts the loss severity of current and future
lawsuits related to the Polish banks' legacy Swiss franc mortgage
loans. The opinion is not binding on the ECJ's final ruling, which
Moody's expects in the second half of 2023 and will be subject to
interpretation by Poland's domestic courts, which will ultimately
deal with individual cases. Based on previous decisions, the rating
agency expects the courts will largely follow the Advocate
General's opinion. At the same time, court cases can be lengthy,
allowing banks to build additional provisions for legal risks and
strengthen their capital through earnings retention, unless
auditors require immediate recognition of losses.

Reflecting potentially severe financial implications for both banks
from rising customer relations risks compared to previous
expectations and considering that their exposure to legacy Swiss
franc mortgages in relation to their Tangible Common Equity is
materially higher than for other Polish banks, Moody's has lowered
the social issuer profile scores (IPS) assigned to both banks to
very highly negative (S-5) from highly negative (S-4). Under
Moody's framework for assessing environmental, social and
governance (ESG) risks, the risks associated with legacy
Swiss-franc mortgages are key social risks, captured under the
assessment of exposure to conduct and customer relations risk.

DOWNGRADE OF MBANK'S BCA AND LONG-TERM RATINGS

The downgrade of mBank's long-term deposit ratings to Baa1 from A3
reflects the downgrade of the BCA to ba1 from baa3 due to
significantly increased solvency risks stemming from the bank's
legacy exposure to Swiss franc mortgages, impacting its stress
capital resilience amid weaker operating conditions for Polish
banks; the downgrade of the Adjusted BCA to baa3 from baa2
following an unchanged assumption of moderate affiliate support
from the bank's parent, Germany's Commerzbank AG (deposits A1
stable, senior unsecured A2 stable, BCA baa2), which continues to
result in one notch of uplift; unchanged results from both Moody's
Advanced Loss Given Failure (LGF) analysis, yielding two notches of
rating uplift from the Adjusted BCA, and low government support
assumptions, not resulting in any rating uplift.

The downgrade of mBank's BCA to ba1 from baa3 considers that an
already deteriorated capitalization, following two loss-making
years, meets still rising risks from sizeable legacy Swiss franc
exposures, which in an adverse scenario could significantly
challenge the bank in meeting all of its capital requirements at
all times, which is not viewed to be commensurate with an
investment grade standalone creditworthiness. While the rating
agency acknowledges that mBank operates a sound and profitable
business model since it ceased excessive Swiss franc currency
lending for its retail clients, present headwinds will continue to
burden strong capital generation for some time. mBank remains among
the most exposed banks to these risk factors in Poland.

Due to the aforementioned developments and its still sizable legacy
Swiss franc mortgages, mBank continues to face high governance
risks. Moody's reflects elevated and longer-term financial
challenges, that are highlighting financial governance and strategy
deficiencies, in a highly negative governance IPS of G-4 under its
ESG framework. Finally, mBank's ESG Credit Impact Score remains
CIS-4 (highly negative), reflecting the discernable impact of its
high governance risks as well as rising social risks on the current
ratings.

DOWNGRADE OF MBANK HIPOTECZNY S.A.'S RATINGS

mBH's issuer ratings and assessments are aligned with the issuer
rating that would have been assigned to its parent mBank and its
assessments, and reflect the agency's view that there is a low
probability that mBank would de-prioritize meeting the debt
obligations of mBH relative to meeting its own obligations for the
parent or group entities.

The downgrade of mBH's long-term issuer ratings to Baa2 from Baa1
reflects the downgrade of the BCA and Adjusted BCA of its parent
and unchanged results from Moody's Advanced LGF analysis, which
considers the joint resolution perimeter of parent mBank and its
subsidiary mBH. For the issuer ratings of mBH, which are derived
from the senior unsecured debt instrument seniority, Moody's
Advanced LGF analysis continues to result in two notches of rating
uplift.

DOWNGRADE OF BANK MILLENNIUM S.A.'S BCA, CONFIRMATION OF DEPOSIT
AND DEBT PROGRAM RATINGS

BM's long- and short-term deposit ratings were confirmed at
Baa3/P-3, reflecting the downgrade of the bank's standalone BCA to
ba3 from ba2 due to the increased pressure on its solvency profile
from tail risks associated with its legacy Swiss franc mortgages;
an unchanged ba2 Adjusted BCA due to the rating agency's assumption
of moderate affiliate support from BM's parent Banco Comercial
Portugues, S.A. (BCP, deposits Baa2 stable/senior unsecured Baa3
stable, BCA ba2) which now translates in a one notch uplift from
the bank's standalone BCA, compared to previously no uplift, and
unchanged results from both Moody's Advanced LGF analysis, yielding
in two notches of rating uplift from the Adjusted BCA, and low
government support assumptions, not resulting in any rating
uplift.

The downgrade of BM's BCA to ba3 from ba2 reflects that the bank's
capitalization, despite a successful recovery above regulatory
required minima ahead of the initial plan, remains significantly
vulnerable to rising tail risks. BM is the most exposed Moody's
rated bank to these risks in the Polish market. While Moody's takes
into account BM's profitable business model since it stopped Swiss
franc mortgage lending, the rating agency believes that the bank's
capacity to generate capital internally could remain impeded by
current and potential future headwinds, as it already was during
the last two years.

While Moody's acknowledges that BM has swiftly restored compliance
with capital requirements before year-end 2022, the rating agency
maintains a very highly negative governance IPS of G-5. This
reflects BM's still sizeable exposure to heightened legal and
significant financial challenges associated with its legacy Swiss
franc mortgages, highlighting the longer-term repercussions of
weaknesses in its financial governance and strategy. Consequently,
BM's ESG Credit Impact Score remains CIS-5 (very highly negative),
reflecting the significant negative impact of the bank's overall
governance risks as well as rising social risks on the current
ratings.

RATING OUTLOOKS

The negative outlooks on mBank's and BM's long-term deposits
ratings (and mBH's long-term issuer ratings) reflect that the
banks' credit profiles remain sensitive to heightened legal risks
stemming from their legacy Swiss franc exposure, as well as other
material adverse developments, which could erode their
profitability. These risks, if materialized, could materially
impact the banks' solvency, in particular any buffer to regulatory
capital requirements. At present, the rating agency considers the
loss severity of the banks' remaining Swiss franc mortgage
portfolio while further legal risks could also arise from loans
that have already been fully repaid, exerting additional pressure
on the bank's solvency.

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

The ratings of mBank could be upgraded following an upgrade of its
BCA and/or because of a clear and reliable commitment by its parent
that it would provide support in case of need. A BCA upgrade of
mBank would require a significant strengthening of its solvency
profile. mBH's ratings would likely be upgraded following the
upgrade of mBank's ratings.

The ratings of BM could be upgraded if there is a significant and
sustained recovery of the bank's solvency profile, such that it
justifies a multi-notch upgrade of the BCA. A one notch higher BCA
would likely be offset by the loss of rating uplift from affiliate
support, unless the Adjusted BCA of its parent was also upgraded.

The BCA's and ratings of mBank and BM could be downgraded if
Swiss-franc mortgage tail risks materialize even beyond Moody's
current expectations, for instance if also borrowers of loans
already repaid increasingly sue the banks which would exert
additional pressure on their solvency profile, potentially impeding
both banks' efforts in restoring their capitalization in the
short-term.

Furthermore, a meaningful decrease in BM's volume of subordinated
debt instruments could lead to a downgrade of its junior senior
unsecured MTN program ratings, provided that the loss severity
significantly increases as a result of the reduced risk
protection.

The ratings of mBH would likely be downgraded following a downgrade
of mBank's ratings.

PRINCIPAL METHODOLOGY

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

G CITY EUROPE: Moody's Lowers CFR to B1 & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service has downgraded to B1 from Ba3 the
long-term corporate family rating and senior unsecured bond ratings
of G City Europe Limited ("G City Europe" or "the company",
formerly known as Atrium European Real Estate Limited).
Concurrently, it has downgraded the ratings on its subordinate
notes to B3 from B2. The outlook on G City Europe has been changed
to stable from ratings under review.

The rating action concludes the review for downgrade initiated on
February 2023.

RATINGS RATIONALE

RATIONALE FOR THE RATING OUTLOOK

The downgrade reflects a number of factors that resulted in a
weaker credit profile of G City Europe. Higher interest rates as
well as geopolitical and financial market volatility provide for a
weak property environment. In this environment, future disposals
are uncertain and investors will continue to question property
values. Moreover, the repayment of the shareholder loan facility
that matures after the 2025 bond maturity resulted in higher than
expected cash leakage to the parent. Moody's had expected the
shareholder loan to be a permanent source of subordinated capital
to G City Europe that would have enabled refinancing of third-party
debt. This raises governance concerns around a preferential payment
for the 2026 shareholder loans over a 2025 bond maturity. In the
context of continuing refinancing efforts, fixed charge cover will
reduce over time as refinancing requires higher interest rate
payments than in-place funding. Lastly, the access to both
operating cash flows and the asset value for the Russian portfolio
has reduced, resulting in lower payments received and material
uncertainty about the value of the Russian assets.

The stable outlook reflects that G City Europe is proactively
working to address funding needs related to its capital spending on
developments and acquisitions as well as for its maturing debt. The
company successfully started to dispose assets and Moody's expect
these efforts to continue. In addition, Moody's understand the
company is in advanced stages to access secured financing with some
of its high-quality retail assets used as collateral. G City
Europe's operational performance was solid despite challenges for
consumers and economies in 2022, which will probably result in a
tougher retail environment in 2023. For 2023, EBITDA generation
will decline due to past and potential future disposals, but past
and current capital spending on retail and some of the residential
assets will start to generate meaningful rental growth as well.

As a consequence of a mix of disposals, assumed further property
value declines and capital spending, Moody's expect
Moody's-adjusted debt/ gross assets to hover around 60% for the
next 12 to 18 months, about the same as Moody's preliminary FY 2022
calculation. While net debt/EBITDA will remain about constant in
the 14-15x range, G City Europe's fixed charge cover will decline
towards 1.6-1.7x as the company sells higher yielding assets and
reinvests in lower risk residential assets, as well as higher
refinancing cost driving up interest expense. Moody's have assumed
further moderate valuation declines between 5-10% and some impact
on pricing in disposal efforts. Moody's conceptually believe
disposals are feasible given the time the company has to address
refinancing needs and the quality of assets available.

STRUCTURAL CONSIDERATIONS

The B3 rating on the subordinated hybrid notes issued by G City
Europe reflects the deeply subordinated nature of the hybrid notes.
The subordinated hybrid notes no longer qualify for a Basket C or
50% equity treatment under Moody's Hybrid Equity Credit
methodology, published in September 2018, after the downgrade of G
City Europe to a non-investment-grade company. The first reset date
for the subordinate hybrid notes is in 2026. Moreover, G City
Europe has access to a subordinated facility from G City Ltd.,
maturing in 2026.

LIQUIDITY

G City Europe's main cash requirements stem from the repayment of a
revolving credit facility (RCF) in May 2023 and its investments
into the property portfolio. As of December 2022, G City Europe had
drawn EUR205 million from the RCF that Moody's understand will not
be extended. Moody's also expect expenditure into the portfolio
(including acquisitions) of EUR200-300 million until end of 2024, a
part of which being committed. Apart from the RCF in May 2023, G
City Europe does not have any maturities until 2025 when its next
senior unsecured bond matures. Moody's understand its parent
purchased just below EUR100 million out of the EUR500 million
notional of that bond.

G City Europe had around EUR200 million cash on balance sheet as of
December 31, 2022. The company has access to a EUR350 million
shareholder facility, which can provide support in case of need.
Given that the parent also aims to reduce debt give substantially
increased cost of funding Moody's would not expect drawings under
the facility to be a preference but fully available. Hence funding
for the development pipeline and the refinancing of the 2025 senior
unsecured bond will come from both further disposal proceeds that
the company is actively working on and new debt by encumbering its
currently unencumbered assets where active discussions are under
way as well.

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

Factors that could lead to an upgrade:

Disposals resulting in material deleveraging of the company and
providing for a stabilised fixed charge cover above 1.75x
considering higher refinancing cost and hybrid reset in the future

Tangible early refinancing of future debt maturities

Substantially reduced refinancing exposure at parent level, and
visibility of shareholder support to G City Europe if need be

Moody's-adjusted debt/total asset remains below 60%

Factors that could lead to a downgrade:

Failure to dispose further assets and provide for refinancing well
ahead of the 2025 maturity, resulting in tighter liquidity

Operational weakness in the company's retail assets

Further material cash payments to the parent entity or a
deterioration of credit quality of G City Ltd.

A persistent deterioration of the local currency against the euro

Moody's-adjusted debt/total asset deteriorates towards 65%

Moody's-adjusted fixed charge cover drops below 1.5x

LIST OF AFFECTED RATINGS

Downgrades, previously placed on review for Downgrade:

Issuer: G City Europe Limited

LT Corporate Family Rating, Downgraded to B1 from Ba3

Subordinate Regular Bond/Debenture, Downgraded to B3 from B2

Senior Unsecured Regular Bond/Debenture, Downgraded to B1 from
Ba3

Issuer: Atrium Finance PLC

BACKED Senior Unsecured Regular Bond/Debenture, Downgraded to B1
from Ba3

Outlook Actions:

Issuer: G City Europe Limited

Outlook, Changed To Stable From Ratings Under Review

Issuer: Atrium Finance PLC

Outlook, Changed To Stable From Ratings Under Review

PRINCIPAL METHODOLOGY

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



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

FONCAIXA FTGENCAT 5: S&P Affirms 'D (sf)' Rating on Class D Notes
-----------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Foncaixa FTGENCAT
5, Fondo de Titulizacion de Activos' class AG notes to 'AAA (sf)'
from 'AA+ (sf)', class B notes to 'AA+ (sf)' from 'A (sf)', and
class C notes to 'BBB (sf)' from 'BB+ (sf)'. At the same time, S&P
affirmed its 'D (sf)' rating on the class D notes.

S&P said, "We have used data from the December 2022 payment report
and the January 2023 investor report to perform our credit and cash
flow analysis. We have applied our European SME CLO criteria, our
structured finance sovereign risk criteria, and our revised
counterparty criteria."

Foncaixa FTGENCAT 5 is a single-jurisdiction cash flow CLO
transaction securitizing a portfolio of SME loans that CaixaBank,
S.A. originated in Spain. The transaction closed in November 2007.

Credit analysis

The underlying portfolio is relatively seasoned with a pool factor
(percentage of the pool's outstanding aggregate principal balance
compared with the closing date balance) of approximately 10%.
According to the servicer reports, cumulative defaults of 12 months
account for 9.44% of the closing pool balance, up from 9.26% in our
2021 review.

S&P said, "We have applied our European SME CLO criteria to
determine the scenario default rates (SDRs)--the minimum level of
portfolio defaults that we expect each tranche to be able to
withstand at a specific rating level--using CDO Evaluator.

"To determine the SDR, we adjusted the archetypical European SME
average 'b+' credit quality to reflect the following factors:
country, originator, and portfolio selection.

"Under our criteria, we rank the originator in this transaction in
the moderate category. Taking into account Spain's Banking Industry
Country Risk Assessment (BICRA) score of 4 and the originator's
average annual observed default frequency, we applied a downward
adjustment of one notch to 'b' from the 'b+' archetypical average
credit quality.

"Given that there are no major differences in the securitized
portfolio's creditworthiness compared with the originator's entire
SME loan book, we did not perform further adjustments to the
average credit quality. As a result, our average credit quality
assessment of the portfolio was 'b', which we used to generate our
'AAA' SDR.

"We have calculated the 'B' SDR, based primarily on our analysis of
historical SME performance data and our projections of the
transaction's future performance, taking into account the
concentration of the portfolio. We have reviewed the originator's
historical default data, and assessed market developments,
macroeconomic factors, changes in country risk, and the way these
factors are likely to affect the loan portfolio's creditworthiness.
We interpolated the SDRs for rating levels between 'B' and 'AAA' in
accordance with our European SME CLO criteria."

Recovery rate analysis

S&P said, "We applied a weighted-average recovery rate (WARR) at
each liability rating level by considering the asset type and its
seniority, the country recovery grouping, and the observed
historical recoveries in this transaction. We have maintained our
recovery assumption of 60% at the 'B' level in line with the
historical rate achieved so far. In a benign economic environment,
we expect the recoveries to be around 60%, in line with the
historical observations."

Cash flow analysis

The class AG notes have paid down since S&P's previous review (to
EUR63.93 million from EUR96.23 million). The reserve fund,
initially funded by the issuance of the class D notes, is now at
its required amount of EUR26.50 million up from EUR23.72 million.

The amortization of the class AG notes and replenishment of the
reserve fund (thanks to excess spread) has increased the available
credit enhancement for all rated classes of notes.

S&P said, "We used the portfolio balance that the servicer
considered to be performing, the current weighted-average spread,
and the above weighted-average recovery rates. We subjected the
capital structure to various cash flow stress scenarios,
incorporating different default patterns and interest rate curves,
to determine the rating level, based on the available credit
enhancement for each class of notes under our European SME CLO
criteria."

Country risk

S&P said, "Our unsolicited long-term rating on Spain is 'A' and we
have performed our rating above the sovereign analysis under our
criteria to assess the transaction's ability to withstand a
sovereign default scenario. Under these criteria, we can rate a
securitization up to six notches above our foreign currency rating
on the sovereign if the tranche can withstand severe stresses."

Counterparty risk

Foncaixa FTGENCAT 6 is supported by an interest rate swap with
CaixaBank S.A. The swap provider hedges interest rate risk, covers
the weighted-average coupon on the notes, guarantees a spread of 50
basis points, and pays servicer replacement servicing fees.

S&P said, "Under our counterparty criteria, we consider the
combined strength of the contractual remedies to determine the
maximum supported rating on the structured finance notes for a
given derivative counterparty exposure. In a case where the
counterparty fails to replace itself within the remedy period after
its rating is lowered below the replacement trigger, the maximum
supported rating may remain above the counterparty's rating
depending on the strength of the collateral posting framework and
the issuer's ability to terminate the swap. Hence, in this
instance, even though the issuer did not replace CaixaBank when it
became an ineligible counterparty under the documentation, we rely
on the collateral posting commitment from CaixaBank to assess the
maximum supported rating.

"We have used the most recent information provided to us by the
swap counterparty, including the use of a volatility buffer of
3.9%, to classify the collateral framework as strong. We have
treated the swap as an "interest rate swap--floating-floating" and
approximated the remaining weighted-average life of swap to the
remaining weighted-average life of the portfolio (6.84 years) to
apply table 5 of our counterparty criteria."

Under S&P's counterparty criteria, the resolution counterparty
rating (RCR) on CaixaBank S.A. is the applicable rating type.
Therefore, the maximum rating supported by the swap counterparty is
the higher of:

-- The RCR plus five notches; and

-- The notes' unhedged rating plus three notches.

Rating rationale

S&P said, "Based on the senior notes' further deleveraging, the
portfolio's stable performance, and the reserve fund's
replenishment to the required level, we consider the available
credit enhancement for the class AG, B, and C notes to be
commensurate with higher ratings. This reflects ongoing
macroeconomic factors which could affect future performance. We
therefore raised to 'AAA (sf)' from 'AA+ (sf)', 'AA+ (sf)' from 'A
(sf)', and 'BBB (sf)' from 'BB+ (sf)' our ratings on the class AG,
B, and C notes, respectively. Given the class D notes are still
deferring interest payments, we affirmed our 'D (sf)' rating on
this class of notes."




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

STORSKOGEN GROUP: Moody's Cuts CFR to B1 & Alters Outlook to Neg.
-----------------------------------------------------------------
Moody's Investors Service downgraded Storskogen Group AB's long
term corporate family rating to B1 from Ba3 and its probability of
default rating to B1-PD from Ba3-PD. Moody's also changed the
outlook to negative from ratings under review. This concludes the
ratings review initiated on October 26, 2022.

RATINGS RATIONALE

The downgrade of the CFR to B1 incorporates Storskogen's somewhat
aggressive liquidity management approach. The company is addressing
upcoming maturities simultaneous with its plans to undertake
operational improvements, all during a macro environment of
sluggish growth, high interest rates, tight financing conditions,
and lower valuations in equity markets and real estate. The
extension of its revolver and term loan provide Storskogen with
adequate liquidity for the next two years, but Moody's anticipates
the company will need to access capital markets in the first half
of 2024 to address maturities in 2024 and 2025 unless upcoming
maturities can be covered with sizeable working capital releases
and divestiture proceeds.

Storskogen in February 2023 announced that it had termed out by one
year the maturities of both its EUR1.0 billion revolving credit
facility (RCF), now due September 2025 (with another 1-year term
out option subject to lenders' consent), and its EUR300 million
term loan, now due March 2025.

Storskogen has initiated a number of optimization programmes,
primarily focusing on working capital releases and cost management.
Tangible results will in Moody's opinion only crystalise over the
course of 2023 at the earliest and could result in more material
de-leveraging. Reported debt/EBITDA at the group level was at 3.9x
as of FYE22 (net MVL at the parent of 40.4%) against 4.1x. as of
September 30, 2022 (net MVL 41.7%). Storskogen expects working
capital releases and growing operating profitability.

The B1 CFR takes into account management's commitment to reduce
group leverage, measured as net debt to rolling-12-month EBITDA
(RTM EBITDA, i.e. as if Storskogen had owned all subsidiaries
throughout the previous 12-month period), from around 2.6x at FYE22
towards the lower end of the 2.0x-3.0x range. To achieve this,
management plans to lower the pace of acquisitions – 54
acquisitions in 2022 alone – and also contemplates to divest
low-performing companies. In light of the short-term debt maturity
profile, Moody's would view negatively any large cash outflows such
as for acquisitions unless materially offset by inflows from
divestitures, proceeds from which are difficult to quantify.

OUTLOOK

The outlook is negative and reflects execution risks with regards
to refinancing of upcoming debt maturities, divestitures and the
ability to implement cash-enhancing optimization measures.

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

Moody's could downgrade ratings if Storskogen does not sufficiently
address its liquidity by further terming out its debt maturity
profile, in particular the SEK3.0 billion bond due May 2024, or
with evidence of significant acquisition activity not balanced by
proceeds from divestitures. Ratings could also be downgraded if
company-defined net leverage is not moving towards the lower end of
the 2.0x-3.0x range from 2.6x at FYE22.

Given the negative outlook a ratings upgrade at this juncture is
unlikely. For ratings to be upgraded, Moody's expects evidence of
improvement in the operations and liquidity management, including
addressing upcoming debt maturities and a management commitment to
stronger liquidity management. Moody's also expects
EBITA-to-interest at the consolidated level in excess of 4 times.

ESG CONSIDERATIONS

Although management publicly committed to reduce leverage and to
reduce the pace of acquisitions, the proposed dividend and recent
acquisitions further strain liquidity at a time when Storskogen
could have preserved liquidity to address upcoming debt maturities.
In February 2023 the board proposed a dividend of SEK0.08 per
share, equivalent to around SEK133 million, and the company also
completed three acquisitions in 2023 and signed non-binding letters
of intent to acquire three additional companies (as of February 16,
2023). Furthermore, the company highlighted in its "Interim report
January – September 2022" an accounting error which, although
immaterial to credit metrics, indicates a risk in relation to the
reliability of financial reporting as the company expands.

LIQUIDITY

Storskogen will likely need to refinance upcoming maturities in
early 2024, and the strength of the liquidity profile will depend
on its progress in improving operations along with acquisition and
divestiture activities. The dividend proposal and acquisitions
year-to-date will result in further cash outflows at a time when
the company could have taken tangible actions to strengthen the
liquidity, such as applying cash to further active management of
the debt maturity profile. As of FYE22 Storskogen reported around
SEK3.0 billion of cash and cash equivalents. The company has
greater access to group cash following the implementation of a
group-wide cash pool. Should Storskogen be unable to raise debt in
the capital markets, Moody's expects Storskogen to utilize a
combination of its RCF and cash on hand to address upcoming debt
maturities, including, the amortization of its term loan due 2025
and potentially the repayment of SEK3.0 billion notes due May
2024.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Investment
Holding Companies and Conglomerates published in July 2018.

COMPANY PROFILE

Storskogen, based in Stockholm, Sweden, is an investment holding
company focused on unlisted small and mid-sized companies in Europe
and more recently in Asia. Its investment strategy is to acquire
unlisted companies with high market shares, high profitability and
strong cash conversion. As of December 2022 end the book value of
the parent company's financial assets stood at SEK28.3 billion,
with consolidated revenue and EBITA of around SEK34.3 billion and
SEK3.3 billion in 2022 respectively. The company was co-founded in
2012 by its CEO Daniel Kaplan and has been listed on the Stockholm
Stock Exchange since 2021. As of March 24, 2023 it had a market
capitalisation of around SEK12.0 billion (around $1.2 billion).



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

TURKIYE CUMHURIYETI ZIRAAT: Fitch Affirms 'B-' LT Foreign Curr. IDR
-------------------------------------------------------------------
Fitch Ratings has affirmed Turkiye Cumhuriyeti Ziraat Bankasi
Anonim Sirketi's (Ziraat) Long-Term Foreign-Currency (LTFC) Issuer
Default Rating (IDR) at 'B-' and Long-Term Local-Currency (LTLC)
IDR at 'B'. The Outlooks are Negative. Fitch has also affirmed the
bank's Viability Rating (VR) at 'b-'.

KEY RATING DRIVERS

VR Drives LTFC IDR: Ziraat LTFC IDR is driven by its VR, reflecting
significant risks to the bank's Standalone Credit Profile amid
heightened operating environment pressures, but also the bank's
strong domestic franchise, underpinned by its size, geographical
footprint and historical state affiliation.

The VR reflects the bank's market leading position, including the
highest deposit market share in the sector, which underpins its
business model and strong domestic franchise (end-2022: 16% of
sector assets). It also considers the bank's reasonable asset
quality and profitability, but only adequate capitalisation and FC
liquidity for its risk profile.

Ziraat's VR is below the 'b' implied VR due to the operating
environment constraint. As the largest state-owned bank in Turkiye
and given its role in supporting government policy, Fitch views
Ziraat's capital and FC liquidity buffers as commensurate with the
risks of the Turkish operating environment. The Negative Outlook on
the LTFC IDR reflects that on the sovereign, as well as operating
environment risks.

The affirmation of Ziraat's National Rating reflects its view that
the bank's creditworthiness in LC, relative to other Turkish
issuers, is unchanged. The bank's 'B' Short-Term (ST) IDRs are the
only possible option mapping to LT IDRs in the 'B' rating
category.

Sovereign Support Drives LTLC IDR: Ziraat's 'B' LTLC IDR is driven
by state support, reflecting its view of the sovereign's higher
ability to provide support and a lower risk of government
intervention in LC. The Negative Outlook reflects that on the
sovereign.

Volatile Operating Environment: The concentration of the bank's
operations in the Turkish market exposes it to heightened risks to
macroeconomic and financial stability amid policy uncertainty, high
inflation, and external vulnerabilities, with further uncertainty
stemming from the earthquake and election outcome. Multiple
macroprudential regulations imposed on banks aimed at promoting the
government's policy agenda compound the challenges of operating in
Turkiye.

Refinancing and FC Liquidity Risks: Ziraat's still fairly high but
falling FC wholesale funding (end-2022: 13% of non-equity funding)
exposes it to refinancing risks, given exposure to investor
sentiment amid market volatility. The bank has a record of external
market access, most recently issuing a USD500 million 3.5-year
Eurobond in January 2023. High deposit dollarisation (end-2022: 47%
of customer deposits, excluding FX-protected lira deposits) creates
FC liquidity risks in the event of sector-wide deposit instability.
FC liquidity, mainly comprising unencumbered FC government
securities and FC swaps with Central Bank of Turkiye, could also
come under pressure from prolonged market closure.

Only Adequate Capitalisation: The common equity Tier 1 ratio rose
by 80bp in 2022 (end-2022: 12.8%; 10.1% net of forbearance) driven
by internal capital generation. The total capital ratio (15.8%;
12.8% net of forbearance) includes FC additional Tier 1 capital,
which provides a partial hedge against lira depreciation. Its
assessment of capitalisation factors in ordinary support given the
record of support, including a TRY49.7 billion capital injection
announced (about 3% uplift to reported to reported capital ratios
at end-2022. Fitch estimates).

Capitalisation is supported by provisioning buffers (including full
total reserves coverage of non-performing loans (NPL) and free
provisions), but is sensitive to the macro outlook, lira
depreciation, asset quality weakening and growth. Leverage is also
fairly high (end-2022: 8.1% tangible common equity/tangible assets
ratio).

Risks to Asset Quality: The fall in Ziraat's impaired loans (NPL)
ratio to 1.3% at end-2022 (82% specific reserve coverage) reflected
above-sector-average nominal loan growth and lower NPL generation
supported by collections. Credit risks remain high, despite asset
quality metrics that outperform the sector, given exposure to macro
and market volatility, seasoning risks, Stage 2 loans (6.3% of
loans, 32% reserves coverage) and FC lending (30%) amid lira
weakness. The earthquakes have created additional risks, although
we believe this exposure is manageable.

Boost to Profitability: The bank's operating profit/risk-weighted
assets ratio rose to 4.2% in 2022, largely due to a wider net
interest margin driven by consumer price inflation-linked gains
(about one-third of interest income) and loan growth. Material free
provisions (equal to 37% of operating profit) eroded profitability.
Fitch expects performance to weaken due to tighter margins, slower
GDP and the impact of the macroprudential regulations, with the
earthquakes creating additional risks. Profitability remains
sensitive to asset quality risks.

Leading Domestic Franchise: Ziraat is a domestic systemically
important bank and the largest bank in Turkiye by total assets
(end-2022: market share of around 16% of banking sector assets on
an unconsolidated basis). Its solid domestic franchise is
underpinned by its size, geographical footprint and historical
state affiliation. However, the concentration of the bank's
operations in the volatile Turkish operating environment and role
in supporting government policy create risks to its business
profile.

RATING SENSITIVITIES

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

The VR is potentially sensitive to a sovereign downgrade. The VR
could also be downgraded due to further marked deterioration in the
operating environment, or in the case of a material erosion in the
bank's FC liquidity buffer, for example due to a prolonged funding
market closure or deposit instability, or capital buffer.

The LTFC IDR is sensitive to a sovereign downgrade and any increase
in Fitch's view of government intervention risk in the banking
sector. As the bank's rating is driven by its VR, it is also
sensitive to a change in its VR.

The LTLC IDR is sensitive to a sovereign downgrade, a change in the
ability or propensity of the authorities to provide support in LC
and to its view of government intervention risk in LC.

The ST IDRs are sensitive to negative changes in their respective
Long-Term IDRs.

The National Rating is sensitive to negative changes in the LTLC
IDR and its creditworthiness relative to other Turkish issuers'

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

Upgrades are unlikely given the heightened operating environment
risks and market volatility, the Negative Outlook on Turkiye's
sovereign ratings and its view of government intervention risk.

The ST IDRs are sensitive to positive changes in their respective
Long-Term IDRs.

The National Rating is sensitive to positive changes in the LTLC
IDR and its creditworthiness relative to other Turkish issuers with
B LTLC IDRs.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

Ziraat's senior debt ratings are aligned with its IDRs, reflecting
average recovery prospects in case of default.

Ziraat's Government Support Rating of 'ns' reflects the sovereign's
weak financial flexibility to provide support in FC, given its weak
external finances and sovereign FX reserves. This is despite the
government's high propensity to provide support to the bank given
its state ownership, systemic importance, state-related funding and
the record of capital support.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

Ziraat's senior unsecured debt ratings are primarily sensitive to
changes in its IDRs.

The GSR could be upgraded if we view the government's ability to
support the bank in FC as stronger.

VR ADJUSTMENTS

The operating environment score of 'b-' for Turkish banks is lower
than the category implied score of 'bb', due to the following
adjustment reasons: sovereign rating (negative) and macroeconomic
stability (negative). The latter adjustment reflects heightened
market volatility, high dollarisation and high risk of FX movements
in Turkey.

The business profile score of 'b' is below the implied 'bb'
category implied score, due to the following adjustment reason:
business model (negative). This reflects the bank's business model
concentration on the high-risk Turkish market.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

Ziraat's LTLC IDR is driven by support from Turkish sovereign
rating.

ESG CONSIDERATIONS

Ziraat has an ESG Relevance Score of '4' for Governance Structure
and Management Strategy (in contrast to typical Relevance Scores of
'3' for comparable banks), due to potential government influence
over the board's effectiveness and management strategy in the
challenging Turkish operating environment. The ESG Relevance Score
for Management Strategy also reflects increased regulatory
intervention in the Turkish banking sector, which hinders the
operational execution of management strategy, constrains management
ability to determine strategy and price risk and creates an
additional operational burden for the entity. This has a negative
impact on the bank's credit profile and is relevant to the ratings
in conjunction with other factors.

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

   Entity/Debt               Rating           Recovery   Prior
   -----------               ------           --------   -----
Turkiye
Cumhuriyeti
Ziraat Bankasi
Anonim Sirketi   LT IDR       B-     Affirmed              B-
                 ST IDR       B      Affirmed              B
                 LC LT IDR    B      Affirmed              B
                 LC ST IDR    B      Affirmed              B
                 Natl LT      AA(tur)Affirmed          AA(tur)
                 Viability    b-     Affirmed              b-
                 Govt Support ns     Affirmed              ns

   senior
   unsecured     LT           B-     Affirmed    RR4       B-

   senior
   unsecured     ST           B      Affirmed              B



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

AARTEE BRIGHT: Barrett Steel Acquires Entities, 173 Jobs Saved
--------------------------------------------------------------
Anna Cooper at TheBusinessDesk.com reports that entities of steel
supplier Aartee Bright Bar have been acquired out of administration
for GBP13 million, saving 173 jobs.

According to TheBusinessDesk.com, the acquisition by Barrett Steel,
encompasses Aartee Bright Bar Limited's distribution business,
located in Rugby, Bolton, Newport and Southampton, and its Bright
Bar business operating out of Willenhall, as well as Aartee Bright
Bar Property Limited's freehold and leasehold interests at these
sites.

However, Aartee Bright Bar Limited's Hot Rolled business in Dudley
is not included in the transaction and will now be wound up,
leading to 45 redundancies and the closure of the site,
TheBusinessDesk.com notes.

Bradford-based firm is one of the UK's largest independent steel
stockholder, comprising 44 companies across general steels,
engineering steels, tubes and international services.

GFG Alliance, owned by steel tycoon Sanjeev Gupta had been in court
trying to overturn the administration of Aartee Bright Bar,
TheBusinessDesk.com relates.  Its challenge was rejected by the
high Court in Manchester and Aartee was placed into voluntary
liquidation, allowing a sale to take place, TheBusinessDesk.com
recounts.

The firm claims that Willenhall-based Aartee was "wrongly" put into
administration by its main creditor FGI, who appointed Alvarez &
Marsal to handle the insolvency process, TheBusinessDesk.com
notes.

GFG planned to integrate Aartee's operations into its Liberty Steel
brand to save 250 viable UK steel jobs, TheBusinessDesk.com
states.


BRITISH AIRWAYS: S&P Upgrades ICR to 'BB+' on Air Traffic Recovery
------------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating (ICR)
on British Airways PLC (BA) to 'BB+' from 'BB', following the same
rating action on its parent International Consolidated Airlines
Group S.A. (IAG).

S&P said, "We also raised our issue ratings by one notch on BA's
2019-1 Class A enhanced equipment trust certificates (EETCs) to
'BBB' (sf) from 'BBB-' (sf), its 2021-1 Class B to 'BBB+' (sf) from
'BBB' (sf), and its 2013-1 and 2021-1 Class A to 'A+' (sf) from 'A'
(sf). We raised by two notches its 2020-1 Class B to 'A-' (sf) from
'BBB' (sf).”

The issue ratings on BA's other EETCs are unchanged.

The stable outlook mirrors that on IAG given the airline's integral
relationship with the group.

S&P said, "We raised our forecast for BA's air traffic and assume
that its yields will remain high and EBITDA margins will improve.
Following BA's capacity guidance for 2023, we raised our forecast
for BA's air traffic (revenue passenger kilometers; RPK) to 85%-90%
of pre-pandemic levels in 2023 and 95%-100% in 2024, from 67% in
2022. This reflects our view of still-unsatisfied demand for
leisure travel across BA's domestic, European short-haul, and
international long-haul routes. We also note the change in consumer
behavior to favor experience-based expenditure. We anticipate the
premium leisure segment (typically one of BA's most profitable
segments) will continue to outperform the other segments. Our
forecast also reflects a continued pick up in corporate travel,
which started meaningfully in the second half of 2022, albeit still
lagging the recovery in leisure travel. We also forecast
approximately stable or slightly lower passenger yields (passenger
revenue per RPK) in 2023-2024 after a strong 17% increase in 2022.
We assume that cargo revenue will decline by 10%-15% in 2023 before
stabilizing in 2024, and that other revenue, which includes BA
Holidays and provision of ground handling and maintenance services,
will grow by about 10% per year. In addition, we forecast that BA's
adjusted EBITDA margin will significantly improve to 15%-16% in
2023 and 18%-19% in 2024, from 13% in 2022. This primarily reflects
lower employee and other non-fuel costs per available seat
kilometer (ASK) in 2023, and lower fuel costs per ASK in 2024 based
our forecast of a lower Brent oil price and a stronger pound.

"Continued fleet investment could delay balance-sheet deleveraging,
so improvement in BA's credit metrics hinges mostly on air traffic
and EBITDA recovery, in our view. We forecast that higher EBITDA in
2023-2024 will more than offset significant capital expenditure
(capex) and lead to stronger credit ratios. We forecast that BA's
EBITDA will increase by about 50% to GBP2 billion-GBP2.2 billion in
2023 (65%-75% of 2019) and by about 30% to GBP2.6 billion-GBP2.8
billion in 2024 (85%-95% of 2019), from GBP1.43 billion (47% of
2019) in 2022. Accounting for a robust EBITDA-to-cash flow
conversion, our base-case stipulates that the airline will generate
sufficient operating cash flows to largely counterbalance the
impact from the significant capex, which we forecast at GBP1.8
billion-GBP2 billion in 2023 and GBP2.4 billion-GBP2.6 billion in
2024, from GBP1.6 billion in 2022. That means we expect that
adjusted debt, which amounted to about GBP7.9 billion as of Dec.
31, 2022, will likely stay largely unchanged at around GBP8.0
billion over the 2023-2024 investment period, per our forecasts.
Boosted by increasing EBITDA, S&P Global Ratings-adjusted funds
from operations (FFO) to debt will improve to 16%-21% in 2023 and
22%-27% in 2024, from 12.5% in 2022. This is consistent with a
stronger financial risk profile assessment of significant, compared
with aggressive previously."

BA's strong market position at London Heathrow airport underpins
the expected recovery in EBITDA and credit ratios. BA continues to
hold about 50% of the take-off and landing rights at Heathrow,
which has a large, affluent catchment area. BA also benefits from
its high-value premium-traffic routes across the North Atlantic,
and its above-average profitability: S&P forecasts return on
capital will return above 10% this year and rise to about 15% next
year.

S&P said, "BA's air traffic recovery could face unexpected
setbacks, which is only partly reflected in our base case. This
includes possible operational disruption at Heathrow or other
airports. Although this would likely be considerably less severe
than in summer 2022, since companies operating at airports have had
time to address staff shortages, strike action is a risk, such as
the recently announced strikes over Easter by over 1,400 security
guards at Heathrow. Another risk is a reduction in consumer
spending on holidays amid cost-of-living pressures. We note that
the U.K., which typically accounts for about half of BA's revenue,
has a weaker macroeconomic outlook than other major European
economies. We currently assume that U.K. real GDP will decline by
1% and inflation will be 7% in 2023, while unemployment will
increase but remain relatively low at 4.6%. That said, the evidence
so far is that U.K. consumers are prioritizing spending on
holidays. This is reflected in current forward bookings for Easter
as well as the crucial summer holiday season, with visibility
supported by earlier bookings than BA has observed in the past."

The stable outlook on BA mirrors that on IAG given the airline's
integral relationship with the group.

S&P said, "The stable outlook on IAG reflects our expectation that
the recovery in air traffic will continue in 2023, assuming that
macroeconomic and/or geopolitical conditions do not deteriorate
unexpectedly and sharply. This recovery should allow IAG to sustain
adjusted FFO to debt at a rating-commensurate level of above 20% in
2023.

"We would lower the rating if IAG's passenger demand fell short of
our expectations of an uninterrupted recovery in 2023 or appeared
structurally weaker than expected, hindering a consistent EBITDA
improvement, and if we do not expect adjusted FFO to debt of at
least 20%." This could occur if mounting inflation curbs consumer
confidence and travel affordability or if geopolitical tensions
escalate.

An unexpected large debt-funded acquisition resulting in IAG's
credit measures falling short of our guidelines for a prolonged
period may also trigger a downgrade.

S&P said, "To raise the rating, we would need to be confident that
passenger demand is robust enough to enable IAG to maintain its
financial strength, such as adjusted FFO to debt reaching and
staying above 30%. This would most likely occur if operating cash
flows further improved and were sufficient to offset the
significant capex for new planes in 2023 and 2024. We would expect
this to be underpinned by a prudent financial policy that
prioritizes stronger ratios over shareholder remuneration."

Environmental, Social, And Governance

ESG credit indicators: To: E-3, S-4, G-2; From: E-3, S-5, G-2

S&P said, "We now view social factors as a negative consideration
in our credit rating analysis of BA, compared with very negative
previously. This reflects our updated forecast that BA's air
traffic will return to 85%-90% of pre-pandemic levels in 2023 and
95%-100% in 2024, from 67% in 2022. We forecast that BA's EBITDA
will return to 65%-75% of pre-pandemic levels in 2023 and 85%-95%
in 2024, from 46% in 2022. We continue to acknowledge that the
pandemic highlighted the sensitivity of air traffic to health and
safety risk. This was particularly the case for long-haul and
business traffic, to which BA has a significant exposure."

Environmental factors are a moderately negative consideration, as
they are for the broader airline industry, reflecting pressures to
reduce greenhouse gas emissions. Tightening environmental
regulations for European airlines, particularly those proposed in
the EU's "Fit for 55" package, could significantly increase costs
under the EU Emissions Trading System, bring in a mandate for
minimum sustainable aviation fuel usage, and even introduce a
kerosene tax over the medium term. However, BA's fleet will become
more fuel efficient with new deliveries of the latest generation
planes. BA's fleet is currently somewhat older (average 13 years)
than some other network airlines.

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

-- Health and safety


CLOUDVIEW: Bought Out of Administration via Pre-pack Deal
---------------------------------------------------------
Business Sale reports that video surveillance provider Cloudview
has been sold out of administration following an accelerated M&A
process by restructuring consultancy firm ReSolve.

The company fell into administration last month amid significant
cash pressures, with ReSolve saying that it faced many of the same
issues currently impacting mid-sized firms across the UK, Business
Sale recounts.

The company was founded in 2010 and operates a cloud-based video
surveillance platform, which enables clients to monitor premises
while simultaneously complying with the relevant regulations on
corporate governance.

ReSolve, a London-headquartered restructuring, advisory and
investment consultant, was appointed to run an accelerated M&A
process after the company fell into administration, seeking a sale
of the business and its assets or urgent rescue capital, Business
Sale relates.

ReSolve's marketing process involved contacting potential buyers
through several databases -- including its own -- within a very
short timeframe, due to the significant cash constraints faced by
the company, Business Sale discloses.

Ultimately, the company's assets were sold in a pre-pack
administration deal to CloudVplus Holdings, preserving 16 jobs and
preventing the company from collapsing into liquidation, according
to Business Sale.


ELITE EXTERIOR: Perfectshine Acquires Business
----------------------------------------------
Business Sale reports that a small north-east commercial and
domestic window cleaning specialist Perfectshine Ltd has made an
acquisition of a financially distressed competitor, gaining a large
increase in customers.

According to Business Sale, Perfectshine, which is based at
Blackburn near Aberdeen, has agreed a deal for Elite Exterior
Cleaning Ltd, based in Kingseat, near Newmachar.

The acquisition will add 900 clients to Perfectshine, providing 500
customers with window cleaning services and 400 on-demand customers
with gutter cleaning, power washing and other specialist cleaning,
Business Sale states.  The acquisition strengthens its portfolio of
domestic properties bringing the total number of Perfectshine
customers, regular and ad hoc, to 1700, Business Sale notes.

Elite Exterior Cleaning was established in 2017 by Kate Fullarton.
The acquisition comes as Kate takes the opportunity of a change in
career.  

Elite Exterior Cleaning Ltd had a negative net asset value of
GBP41,441, indicating a weak financial position, Business Sale
relays, citing the latest accounts filed by the company for the
12-month period to May 31, 2022.  It had significant liabilities,
both current and long-term, and lacked adequate assets to offset
them, according to Business Sale.  Additionally, the company had a
negative profit and loss account, which suggests operational
difficulties and an inability to generate profits, Business Sale
discloses.



HOWDEN GROUP: S&P Affirms 'B' ICR on Debt Issuance, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term issuer credit rating
on U.K.-based Howden Group Holdings Ltd. (Howden) and its financing
subsidiaries HIG Finance 2 Ltd. and Hyperion Refinance S.a.r.l. and
its 'B' issue ratings and '3' recovery ratings on the group's
existing first-lien term loans, including the new $500 first-lien
term loan B.

The stable outlook indicates that S&P thinks Howden is likely to
continue to demonstrate strong organic growth in 2023-2024 and will
gain EBITDA from recent acquisitions, with operating performance
and credit metrics in line with the 'B' rating.

Although the proposed debt issuance is EBITDA accretive, higher
interest costs will weigh on Howden's credit measures. The company
is raising $500 million of new first-lien debt and GBP300 million
of equity to fund GBP241 million of M&A and GBP406 million of
M&A-related lockbox cash. S&P said, "The transaction is consistent
with Howden's strategy of debt-funded expansion through
acquisitions, but we note positively the willingness of
shareholders to continue to contribute equity. Although the M&A
will be EBITDA accretive since the lockbox cash is spent, higher
interest costs mean that we now expect funds from operations (FFO)
to cash interest coverage of 1.5x in fiscal 2023 (ending Sept. 30,
2023) compared to our previous expectation of 2.1x. Thereafter, we
expect interest coverage to recover to 1.8x in fiscal 2024 and 2.0x
in fiscal 2025 on the back of strong EBITDA growth. We note that
rating headroom is tight and sensitive to improvements in EBITDA
growth from fiscal 2023."

S&P said, "We expect Howden to demonstrate strong organic and
EBITDA growth in fiscals 2023 and 2024.This is thanks to the
positive effects of M&A and organic growth of more than 10%. In our
base case, we see leverage measured as adjusted debt to EBITDA of
10x in fiscal 2023 and about 8x in fiscal 2024. In addition to the
full-year contribution from the TigerRisk acquisition completed in
January 2023, we include the full-year contribution from accretive
EBITDA for the signed bolt-on M&A pipeline in fiscal 2023. We
expect S&P Global Ratings-adjusted EBITDA margins to improve to
25%-28% as the high-margin acquisition of TigerRisk is integrated,
while we assume lower exceptional and M&A-related costs from fiscal
2023 versus fiscal 2022. We also expect Howden to generate positive
FOCF of more than GBP60 million in fiscal 2023 and more than GBP200
million from fiscal 2024. In addition, we believe that the
TigerRisk acquisition in January 2023 has enhanced Howden's
diversification and scale and strengthened its relative business
risk profile positioning.

"The stable outlook indicates that we expect Howden to record
strong organic growth in 2023-2024 and successfully integrate
TigerRisk. Although we forecast cash interest coverage will be
weaker in fiscal 2023, the outlook factors in our expectation of
recovery from fiscal 2024, along with deleveraging and sound
FOCF."

S&P could lower the rating if:

-- Howden faces difficulties integrating the recent large
acquisitions, leading to delayed deleveraging and persisting weak
credit metrics;

-- FOCF turns negative, and we no longer forecast FFO cash
interest will recover toward about 2.0x on a sustained basis; and

-- Howden undertakes further material debt-financed M&A before
fully integrating and consolidating recent acquisitions, leading us
to believe that its financial policy has become more aggressive,
with tolerance for sustaining leverage at higher than historical
levels over the longer term.

S&P considers an upgrade unlikely in the short term, given the
group's core strategy of debt-funded M&A and high leverage
tolerance, but could consider it if the group:

-- Improves its credit metrics in line with an aggressive
financial risk profile, alongside a change in financial policy that
supports the maintenance of metrics at those levels; and

-- Further increases its margins and scale, while cementing a
dominant position in the relatively fragmented markets it operates
in.

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

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


HYPERION REFINANCE: Moody's Rates New $500MM Sec. Term Loan 'B2'
----------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to the proposed
new $500 million backed senior secured term loan being issued by
Hyperion Refinance S.a.r.l., a subsidiary of HGH Finance Limited
(Howden), which is guaranteeing - together with all material
subsidiaries - the loan and is the top entity of the senior credit
group. Moody's has also affirmed the existing B2 rating on the
backed senior secured term loans borrowed by Hyperion Refinance
S.a.r.l. and HIG Finance 2 Limited, and affirmed the B2 rating on
HIG Finance 2 Limited's backed senior secured revolving credit
facility (RCF).

Concurrently, Moody's has assigned a B2 CFR and a B2-PD probability
of default rating (PDR) to HGH Finance Limited, an intermediate
holding company of Howden Group Holdings. The outlook on all
entities is stable.

Further, Moody's has withdrawn the B2 corporate family rating (CFR)
and the B2-PD PDR of Howden Group Holdings. At the time of
withdrawal the outlook on Howden Group Limited was stable.

The rating action follows the group's announcement of a $500
million issuance of the backed term loan, maturing in 2030. Howden
will use the proceeds from the offering, together with the proceeds
from the GBP300 million equity raise with existing shareholders in
March, to fund acquisitions, increase its locked account cash and
other unrestricted cash, and pay related fees and expenses.

RATINGS RATIONALE

The B2 rating affirmation reflects Howden's growing market presence
in its chosen segments, strong geographically diverse business and
significant EBITDA expansion, which has supported healthy EBITDA
margins. These strengths are offset by the company's high leverage,
weak bottom line profitability, and ongoing material cash outflows
related to the group's active acquisition strategy.

Following the transaction, the group's total gross financial debt
will increase to GBP4.6 billion from GBP4.2 billion at January 31,
2023. On a Moody's adjusted basis, which includes adjustments for
operating lease obligations, deferred considerations, certain
non-recurring costs and run-rate earnings from acquisitions, debt-
to-EBITDA is estimated at around 7.8x. Taking into consideration
the locked account element (a portion of which will be used to
repay some of the outstanding deferred consideration obligations or
existing credit facilities), leverage is at 7.2x, which remains
high for the rating level but Moody's expect it to reduce to below
7x as the group expands its EBITDA base. The new capital structure
will benefit from a longer debt maturity profile, a credit
positive.

In addition, the transaction will materially boost Howden's
liquidity position. At closing, the group is expected to have
GBP1.0 billion of unrestricted cash, out of which GBP585 million is
in the locked account. While Moody's expects liquidity to reduce
over time as the group continues to fund bolt-on acquisitions and
new hires, it is expected to remain at comfortable levels for
Howden's credit profile. Howden is also looking to upsize HIG
Finance 2 Limited's RCF facility to GBP360 million from its current
GBP185 million capacity, which further reinforces its liquidity
profile. The RCF is expected to be undrawn at closing.

Howden has doubled in size since 2021, with revenue reaching GBP2.1
billion in the twelve months ending January 2023. This is the
result of the completion of a number of strategic acquisitions that
have reinforced the group's presence in key business segments and
markets. For example, following the completion of its recent
acquisition of TigerRisk, Howden becomes the fourth largest global
reinsurance broker. Moody's believes that there is some inherent
integration risk associated with the group's active merger and
acquisition (M&A) strategy, but this is mitigated by Howden's
strong track record in successfully integrating acquired companies.
Most of the recent transactions have been complementary in nature,
which is a credit positive, as they have further expanded Howden's
offering and will likely open-up cross-selling opportunities. In
addition to inorganic revenue growth, Howden has experienced strong
organic growth (+19%) for two consecutive years. Howden's business
model, which benefits from a diversified streams of revenues, has
proven resilient through economic cycles. Moody's expects the group
to continue its strong track record of expanding its revenue and
EBITDA base, which will effectively support deleveraging.

DEBT AND PROBABILITY OF DEFAULT RATINGS

The B2 rating assigned to the group's proposed backed senior
secured term loan, which ranks pari passu with the group's existing
backed senior secured term loans and backed senior secured
revolving credit facility, is in line with the B2 CFR of HGH
Finance Limited.

This reflects the proposed largely senior secured debt structure
with limited levels of deferred consideration and other debt
obligations ranking behind the senior debt.

HGH Finance Limited's B2-PD PDR is in line with the CFR and
reflects Moody's assumption of a 50% recovery rate, which is
standard for covenant-lite loan structures.

OUTLOOK

The stable outlook on Howden reflects Moody's expectation that
leverage will trend down steadily as Howden grows its EBITDA base
via bolt-on acquisitions and as it realizes synergies related to
recently acquired businesses and new hires, as well as being
supported by continued strong organic growth.

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

Factors that could lead to a rating upgrade include: (i) a lower
level of overall leverage, including debt-to-EBITDA ratio
consistently below 5.5x; (ii) free-cash-flow-to-debt ratio
consistently exceeding 6%; and (iii) EBITDA coverage of interest
consistently exceeding 3.0x.

Factors that could lead to a rating downgrade include: (i) an
unsuccessful execution of deleveraging plans, resulting in a
sustained rise in debt-to-EBITDA above 7.0x; (ii) EBITDA coverage
of interest consistently below 1.5x; and/or (iii) a material
deterioration in the group's liquidity position.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in June 2018.

IN THE STYLE: Shareholders Narrowly Approve GBP1.2-Mil. Sale
------------------------------------------------------------
Georgia Wright at Retail Gazette reports that In The Style's
shareholders have narrowly approved its GBP1.2 million sale to a
private equity firm in a bid to avoid going into administration.

The Salford-based fashion retailer's deal was approved by just
under 60% of voters at a general meeting earlier on March 24,
Retail Gazette relates.

According to Retail Gazette, over 41% of shareholders voted against
the deal which was first announced at the start of this month.

The company is set to dispose of its only operating company, In The
Style Fashion, to private equity investor Baaj Capital LLP, Retail
Gazette discloses.

Founder and chief executive Adam Frisby has agreed to take an
equity position as part of the deal in the newly established bidco
formed for the purposes of the sale and he'll also become chief
executive of ITSFL on completion, Retail Gazette notes.

In The Style launched a strategic review back in December, led by
investment bank Lincoln International, at the same time as Mr.
Frisby returned as interim chief executive, replacing Sam Perkins,
Retail Gazette recounts.

However, it experienced "challenging" trading in January and
February, which resulted in high levels of markdown and a reduction
in wholesale demand, according to Retail Gazette.

The retailer's cash position has fallen from GBP3.2 million at the
end of December to GBP900,000 at the end of February, Retail
Gazette states.



INTERNATIONAL CONSOLIDATED: S&P Ups ICR to 'BB+' on Recovery
-------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
International Consolidated Airlines Group S.A. (IAG) and its issue
rating on senior unsecured debt issued by IAG to 'BB+' from 'BB'.

S&P said, "The stable outlook reflects our expectation that the
recovery in air traffic will continue in 2023, assuming that
macroeconomic and/or geopolitical conditions do not deteriorate
unexpectedly and sharply. The recovery should allow IAG to sustain
adjusted FFO to debt at a rating-commensurate level of above 20% in
2023.

"We expect demand for IAG's flights in 2023 to reach up to 95% of
pre-pandemic levels, based on revenue-passenger-kilometers (RPKs).
This is above our previous December 2022 forecast of 75%-85% of
2019 levels and 76% in 2022. The demand for air passenger traffic
in the typically seasonally weakest first quarter has been so far
resilient to macroeconomic and geopolitical headwinds continuing
its recovery started in the summer of 2022. According to the
International Air Travel Association, in January this year total
global air passenger traffic (measured in RPKs) reached 84.2% of
January 2019 levels and rose 67% compared with January 2022. We
think this positive momentum is likely to persist, as air travel
appears to remain at the top of consumer spending lists and is
supported by likely still-unsatisfied demand for intra-Europe,
North- and South-Atlantic destinations. On top of the favorable
industry sentiment, we think that IAG additionally benefits from
the over proportionate recovery in demand for leisure destinations
in its main hubs in London, Madrid, Dublin, and Barcelona. In 2022,
RPKs for British Airways, Iberia, Aer Lingus, and Vueling reached
67.2%, 84.1%, 81.6%, and 98.5% of 2019 levels, respectively.

"We think that revenue growth will support continuous expansion in
earnings in 2023.We acknowledge the pressure from inflation and
high jet fuel prices on IAG's cost base, as capacity is ramping up.
However, we also think that this will be largely absorbed by high
passenger yields, which we expect to remain significantly above
pre-pandemic levels. In 2022, average yield (passenger revenue/RPK)
increased by 22% year on year and 15% compared with 2019. We think
that this will be supported by the post-pandemic competitive
landscape in the intra-European and North- and South-Atlantic
airline sectors (after some competitors downsized networks or
ceased to fly). Therefore, we reiterate our previous forecast that
IAG will generate adjusted EBITDA of EUR4.0 billion in 2023. In
2024, we expect demand will fully recover to pre-pandemic levels or
even slightly above, leading to adjusted EBITDA increasing to about
EUR5.0 billion, just EUR400 million shy of its 2019 value. Our
forecast is contingent on uninterrupted air travel recovery and
rational capacity deployment, underpinning the ability and
willingness of the sector to pass through cost inflation to
passengers through higher air fares, consistently above
pre-pandemic levels.

"We expect EBITDA growth will largely offset elevated capex over
2023-2024 and help to sustain the group's adjusted FFO to debt
above 20%, the threshold for the 'BB+' rating.In 2022, adjusted FFO
to debt improved to 22% from a negative value in 2021 and above our
previous forecast of 15%-17%. In 2022, turnaround in EBITDA (to
positive EUR3.4 billion from negative EUR780 billion, as adjusted
by S&P Global Ratings) and EUR1.9 billion working capital inflow
(which we expect to reverse in the current year) fully absorbed
EUR3.9 billion in gross capex, which increased significantly from
EUR741 million in 2021. This led to a decrease in IAG's adjusted
debt to about EUR11 billion from EUR12.4 billion in 2021, below our
previous forecast of EUR13.0 billion-EUR13.5 billion. As the group
is pursuing its fleet renewal program after a pandemic-related
deferral to safeguard liquidity, we expect its capex to remain
high, at at least EUR4.0 billion over 2023-2024, assuming no
delivery delays. That said, we forecast that earnings expansion
will prevent a material buildup in adjusted debt and translate into
credit metrics commensurate with the significant financial risk
category (compared with the aggressive category previously).

"The stable outlook reflects our expectation that the recovery in
air traffic will continue in 2023, assuming that macroeconomic
and/or geopolitical conditions do not deteriorate unexpectedly and
sharply. This recovery should allow IAG to sustain adjusted FFO to
debt at a rating-commensurate level of above 20% in 2023."

Downside scenario

S&P said, "We would lower the rating if passenger demand fell short
of our expectations of an uninterrupted recovery in 2023 or
appeared structurally weaker than expected, hindering a consistent
EBITDA improvement, and if we do not expect adjusted FFO to debt of
at least 20%. This could occur if mounting inflation curbs consumer
confidence and travel affordability or if geopolitical tensions
escalate."

An unexpected large debt-funded acquisition resulting in credit
measures falling short of its guidelines for a prolonged period may
also trigger a downgrade.

Upside scenario

S&P said, "To raise the rating, we would need to be confident that
passenger demand is robust enough to enable IAG to maintain its
financial strength, such as adjusted FFO to debt reaching and
staying above 30%. This would most likely occur if operating cash
flows further improved and were sufficient to offset the
significant capex for new planes in 2023 and 2024. We would expect
this to be underpinned by a prudent financial policy that
prioritizes stronger ratios over shareholder remuneration."

ESG credit indicators: To E-3, S-4, G-2 From E-3, S-5, G-2

S&P said, "We now view social factors as a negative consideration
in our credit rating analysis (compared with very negative
previously). This reflects the sustained recovery in air passenger
traffic following the lifting of pandemic-related travel
restrictions (reduced health and safety risk) and associated
positive effects on IAG's operating performance. In 2022, the
demand for IAG's flights (as measured in RPK) recovered to 76% of
2019 levels from just 28% in 2021, but stayed below the
pre-pandemic base. We expect the recovery will continue into 2023,
with forecast RPK reaching up to 95% of pre-pandemic levels. In
general, IAG was hard hit by the pandemic, a health and safety
risk, and we lowered its rating by three notches. It is now seeing
a significant recovery in domestic and European short-haul leisure,
in particular, while business and some international flying is
taking longer to return."

Environmental factors are a moderately negative consideration, like
the broader airline industry, reflecting pressures to reduce
greenhouse gas emissions. Tightening environmental regulations for
European airlines, particularly those proposed in the EU's "Fit for
55" package, could significantly increase costs under the EU
Emissions Trading System, bring in a mandate for minimum
sustainable aviation fuel usage, and even introduce a kerosene tax
over the medium term. However, IAG's fleet will become more fuel
efficient with new deliveries of the latest-generation planes. That
said, the large capex for new planes, which S&P forecasts at a
minimum of EUR8 billion over 2023-2024, after EUR3.9 billion in
2022, will delay debt deleveraging.

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

-- Health and safety


KETTLE INTERIORS: Goes Into Administration, 120 Jobs Affected
-------------------------------------------------------------
Sam Metcalf at TheBusinessDesk.com reports that over 120 jobs have
been lost at a Northants furniture business after administrators
were called in.

Begbies Traynor has been appointed as administrator to Corby-based
Kettle Interiors after the firm faced rising costs and the fallout
from the Covid-19 pandemic, TheBusinessDesk.com relates.

The family-run firm sold furniture under the brands of Mambo and
Mint, but has been forced to lay off 126 staff, TheBusinessDesk.com
discloses.

According to TheBusinessDesk.com, Begbies Traynor partner Thomas
McKay said: "Due to the economic challenges facing the furniture
sector, particularly the significant increase in freight costs
since Covid in the last two or three years, Kettle Interiors has
reluctantly been placed into administration.

"All staff have unfortunately had to be made redundant for reasons
of insolvency and we are currently working with PACE and local
government departments to ensure all staff receive support and
their full entitlements at this difficult time."


PAYSAFE LTD: S&P Affirms 'B' LT ICR on 2023 Growth Prospects
------------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term issuer credit rating
on Paysafe Ltd. S&P also affirmed its 'B' issue rating on Paysafe's
first-lien debt facilities.

The stable outlook reflects S&P's expectation that 5%-6% revenue
growth, coupled with lower exceptional costs, will support
Paysafe's reduction in adjusted debt to EBITDA to below 7.0x by
2023.

S&P said, "We expect Paysafe's adjusted EBITDA will increase by 27%
in 2023, after a weaker than anticipated 2022 performance marked by
exceptionally high restructuring costs. Paysafe's operating
performance in 2022 was weaker than we expected, and it closed the
year with adjusted debt to EBITDA reaching 8.6x, from 6.7x in 2021.
This was due to a combination of weak net revenue growth of only
0.6% and higher costs, resulting in adjusted EBITDA decline of
about 24%. The adjusted EBITDA decline was a combination of higher
selling, general and administrative expenses , spurred by inflation
rates, strengthening of the U.S. dollar against the euro, and
higher than usual restructuring costs of about $64 million. Of the
$64 million restructuring costs, we view about $32 million as
provisions for future payments to clients, and to be a one-off cost
for the year. We expect restructuring costs to significantly reduce
from 2023 as one-off costs and the sales team restructuring
complete. Hence, we forecast adjusted EBITDA will increase to $350
million-$360 million from $286 million in 2022.

"Paysafe's sound free cash flow generation is supportive of the
stable outlook. We expect Paysafe will generate free operating cash
flow (FOCF) of $90 million-$100 million in 2023, improving from $74
million in 2022. We anticipate the acquiring fees from the merchant
solutions segment, which we include in our adjusted capital
expenditure (capex), to be stable at about $60 million in 2023. We
expect working capital outflows of $30 million-$40 million in 2023,
up from $28 million in 2022. We forecast this will be driven by
recovery in the digital wallet segment and growth in merchant
solutions where volume increases will increase working capital
outflows until payments are settled. This FOCF improvement will
likely result in a rise in FOCF to debt to 4%-5% in 2023, from 3%
in 2022. More than 90% availability of the $305 million revolving
credit facility (RCF), coupled with balance sheet cash of $260
million provide scope for additional debt buy-backs and a sound
liquidity cushion.

"We believe Paysafe's U.S. and Latin America expansions, salesforce
reorganization, and the reset in the digital-wallet segment will
drive revenue growth improvements in 2023 and 2024. We expect
inflation will have a positive effect on ticket sizes in the U.S.
merchant acquiring segment, and anticipate this will help generate
a 5%-6% growth in the segment. This will somewhat mitigate the
effects of the economic slowdown in Europe coupled with foreign
exchange volatility from the strengthening of the U.S. dollar.
Furthermore, Paysafe's expansions in Latin America (via
acquisitions completed in 2021) should contribute to strong growth
in the e-commerce segment, and revenue growth should be further
supported by the recovery of digital wallet segment--partly due to
the inter-face and functionality improvements for customers.
Lastly, the sales team reorganization will likely facilitate
increased product cross-selling to existing clients and
multi-product selling to new clients. In our view, benefits from
the sales reorganization helped accelerate the deal pipeline by
1.6x as of March 2023 from July 2022, and a 1.5x contract value
increase of deals in fourth-quarter 2022, relative to the first
nine months of 2022.

"We view Paysafe's debt buybacks as opportunistic and supportive of
its deleveraging trajectory. In 2022, Paysafe bought back a total
of $77 million in debt, including both USD- and EUR-denominated
senior secured notes, and we expect the company will continue this
during 2023, taking advantage of the lower debt prices. We view
these debt buybacks as opportunistic in nature given their small
size relative to the total debt of about $2.7 billion, the long
maturities of four to five years, and the attractive prices at time
of repurchasing. On the back of the deleveraging through debt
buy-backs, we revised our view on accessible cash, the publicly
stated net leverage target of 3.5x (about 4.5x adjusted leverage),
and the track-record on dividend distribution. Considering all
accessible cash available for debt repayment, we think this will
provide additional headroom within the current rating.

"The stable outlook reflects our expectation that 5%-6% revenue
growth coupled with lower exceptional costs will support Paysafe's
reduction in adjusted debt to EBITDA to below 7.0x by 2023.

"We could lower the rating if Paysafe's adjusted leverage were to
rise above 8.0x with no substantial imminent deleveraging expected,
and if FOCF to debt dropped to 1%-2% with little room for
improvement. This could happen if Paysafe pursues further
significant debt-funded acquisitions.

"We could raise the rating by one notch if Paysafe's operating
performance were to rebound, returning to high-double-digit growth
by 2023, and resulting in adjusted leverage reducing consistently
below 5.5x and FOCF to debt rising to comfortably above 5%."

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


ROYAL MAIL: May Declare Insolvency Amid Pay Talks
-------------------------------------------------
Nils Pratley at The Guardian reports that long-running talks
between Royal Mail and the Communication Workers Union are on the
brink of collapse, with the company's board thought to have
threatened to put the loss-making postal service -- the regulated
UK entity that delivers to every address in the country -- into a
form of administration if a deal cannot be agreed.

According to The Guardian, a politically explosive move to declare
the postal service insolvent is regarded by Royal Mail's board as a
last resort but has been raised with the union already.

Royal Mail is on course to make operating losses of GBP350
million-GBP400 million this year, its parent -- the recently
renamed International Distributions Systems (IDS) -- has previously
said, The Guardian notes.

After 18 strike days in 2022, talks reopened in the new year and
the union paused industrial action, saying the company had made
"significant moves" towards a potential settlement, The Guardian
recounts.  Brendan Barber, a former general secretary of the TUC,
was brought in as a facilitator for the talks, The Guardian notes.

But hopes of a deal have faded over the past week, The Guardian
states.  Sticking points include not only pay but also changes to
working practices, with the company arguing the two are
interdependent, according to The Guardian.

It is thought the boards of Royal Mail and IDS still regard a
negotiated settlement as the preferred way out of crisis, but a
special administration under the Postal Act has been explored, The
Guardian discloses.  This would mean declaring the business
insolvent and unable to pay its dues, raising the possibility of
more job losses among its 140,000 employees. Approval would be
needed from the government, The Guardian says.

It is thought that only the parts of Royal Mail that operate under
the universal service obligation -- the requirement to deliver to
every address six days a week at a uniform price -- would be
involved, according to The Guardian.  Some parts of the parcels
operation, including Parcelforce, would not be affected, The
Guardian states.

Even a tentative threat of administration, however, could cause a
political storm because Royal Mail, with the help of extra demand
during the Covid pandemic, made operating profits of GBP416 million
as recently as the financial year that ended in March 2022, The
Guardian notes.

It is unclear who the government could appoint as an administrator
to run the postal service, The Guardian relays.



TRAFFORD CENTRE: Fitch Affirms 'BBsf' Rating on Three Tranches
--------------------------------------------------------------
Fitch Ratings has affirmed Trafford Centre Limited (The)'s notes,
as detailed below.

   Entity/Debt            Rating           Prior
   -----------            ------           -----
The Trafford
Centre Finance
Ltd
  
   Class A2 6.50%
   Secured Notes
   due 2033
   XS0108039776       LT BBBsf  Affirmed   BBBsf

   Class A3
   Floating Rate
   Secured Notes
   Due 2038
   XS0222488396       LT BBBsf  Affirmed   BBBsf

   Class B 7.03%
   Secured Notes
   due 2029
   XS0108043968       LT BBsf   Affirmed    BBsf

   Class B2
   Floating Rate
   Secured Notes
   Due 2038
   XS0222489014       LT BBsf   Affirmed    BBsf

   Class B3 Fixed
   rate notes
   XS1031629808       LT BBsf   Affirmed    BBsf

   Class D1(N)
   Floating Rate
   Secured Notes
   Due 2035
   XS0222489873       LT CCCsf  Affirmed   CCCsf

   Class D3
   Fixed rate
   notes
   XS1031633313       LT CCCsf  Affirmed   CCCsf

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

TRANSACTION SUMMARY

The transaction is a securitisation of a GBP638 million fixed-rate
commercial mortgage loan secured on the Trafford Centre, a
super-regional shopping centre in the north-west of England, four
miles west of Manchester city centre. The long-dated loan financing
is tranched into three series, with a combination of bullet and
scheduled amortisation arranged non-sequentially and mirrored by
the CMBS. The issuer has a liquidity facility to cover interest and
some principal obligations across the capital structure. The class
A3, B2 and D1(N) notes are floating-rate, swapped at the issuer
level.

By December 2021, the Trafford Centre had lost a further 5.1% of
market value since December 2020, and 42.1% since the beginning of
2019. Since the last rating action, the centre has seen an increase
in footfall and a drop in the number of tenants falling into
administration or subject to a company voluntary arrangement, and a
slight estimated rental value increase to GBP72.1 million from
GBP70.9 million. However, occupancy and net rental income fell by
13.5% and 10.1%, respectively, over the same period. Fitch
considers it highly likely that the both the market value and ERV
have declined further since December 2021, judging by the
performance of peer properties and recent market data. Fitch
estimates the ERV of the Trafford Centre to have fallen around 4%
since that time.

The property continues to be affected by the retail downturn in the
UK, although compared with previous reviews the rate of decline has
slowed. Furthermore, despite the sponsor continuing to provide the
borrower with financial support to help it perform under its debt
service obligations in addition to operating costs, the prevalence
of turnover-based leases, increased tenant bargaining power and
squeezed household finances provide scope for further performance
deterioration.

KEY RATING DRIVERS

Updated EMEA CMBS Criteria: The criteria incorporated a number of
updates, including an overhaul of how guidance assumptions are
derived. The class B, B2 and B3 notes have been removed from UCO.

Retail Property Challenges Persist: After a brief plateau in 9M22,
conditions further deteriorated in the fourth quarter. Market data
indicated a 4% fall in rental values and a 0.5pp increase in yields
for similar shopping centres, reflecting weak economic conditions
for households and the rising costs of financing. Moreover, Fitch
believes retail rents could continue to fall as retailers remain
under pressure from rising costs and restrained consumer spending.

Positive Signs: Negative market impacts are weaker than at the last
rating action, exhibited in increased footfall and recent lettings
that achieved levels at or above their ERV. While occupancy and net
rental income have decreased, this appears to be mainly due to
concessions offered by new leases. In absence of further market
deterioration, Fitch expects rental income will stabilise and
somewhat rebound in the near term.

Class A Control, Weakened Position: The class A investors would
wield substantial control over a workout if a senior loan default
was enforced. This is because following loan acceleration (pending
liquidation), amortisation of class A principal and decay of senior
swap liabilities can more than offset the continued provision of
liquidity towards junior debt service. However, the weaker
financing conditions and high leverage (the reported LTV stands at
68.8%) increases the uncertainty around the upcoming class B and D
bullets in 2024. Fitch therefore assume liquidation prior to these
maturities.

RATING SENSITIVITIES

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

Further increase in vacancy and rent decline within the portfolio.

The change in model output that would apply with 1pp higher cap
rate assumptions produces the following ratings:

'BB-sf' / 'BB-sf' / 'CCCsf' / 'CCCsf' / 'CCCsf' / 'CCCsf' / 'CCCsf'
/ 'CCCsf'

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

Improvement in portfolio performance confirmed by a third-party
valuation.

The change in model output that would apply with 1pp lower cap rate
assumptions produces the following ratings:

'Asf' / 'Asf' / 'BB+sf' / 'BB+sf'/ ' BB+sf' / 'CCCsf' / 'CCCsf' /
'CCCsf'

Key property assumptions (weighted by market value)

ERV net of irrecoverable cost: GBP 64million

'Bsf' cap rate: 8.00%

'Bsf' structural vacancy: 14.00%

'Bsf' rental value decline: 9.10%

'BBsf' cap rate: 8.13%

'BBsf' structural vacancy: 15.00%

'BBsf' rental value decline: 11.10%

'BBBsf' cap rate: 8.26%

'BBBsf' structural vacancy: 17.00%

'BBBsf' rental value decline: 13.10%

'Asf' cap rate: 8.40%

'Asf' structural vacancy: 18.00%

'Asf' rental value decline: 15.10%

'AAsf' cap rate: 8.81%

'AAsf' structural vacancy: 19.00%

'AAsf' rental value decline: 19.10%

'AAAsf' cap rate: 9.24%

'AAAsf' structural vacancy: 21.00%

'AAAsf' rental value decline: 23.10%

DATA ADEQUACY

The Trafford Centre Finance Ltd

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

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

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

ESG CONSIDERATIONS

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

VENATOR MATERIALS: S&P Downgrades ICR to 'CCC-' on Weak Liquidity
-----------------------------------------------------------------
S&P Global Ratings lowered its rating on U.K.-headquartered
titanium dioxide (TiO2) and additives producer Venator Materials
PLC (Venator) to 'CCC-' from 'CCC+'. At the same time, S&P lowered
its issue-level rating on its senior secured 2024 term loan B and
senior secured notes due 2025 to 'CCC' from 'B-', and its
issue-level rating on its senior unsecured notes due 2025 to 'CC'
from 'CCC'. The recovery ratings on the debt of '2' and '5',
respectively, are unchanged.

The negative outlook indicates the possibility that S&P could lower
its rating if the company pursues a debt restructuring that that it
deems tantamount to a default, or if it will default on its debt
obligations within the next six months.

The downgrade reflects the risk that Venator will exhaust its
liquidity within the next few months. Venator's liquidity has
deteriorated and is now weak in S&P's view. The company's total
liquidity decreased to $134 million as of Feb. 17, 2023 (consisting
of $97 million of cash and cash equivalents and approximately $37
million of availability under the ABL) from $276 million on Dec.
31, 2022 (of which $114 million was cash and cash equivalents with
$162 million of availability under the ABL). In addition, S&P
understands that Venator has limited access to its availability
under the ABL facility because of an anticipated covenant breach if
the covenant of the ABL facility springs into effect, and
additional restrictions imposed by lenders.

S&P said, "The company's diminishing liquidity, in conjunction with
our expectation of negative FOCF in 2023, leaves it vulnerable to
nonpayment of its debt. We forecast that Venator will generate
negative $300 million-$320 million of FOCF given anticipated losses
stemming from a weak operating performance, high restructuring
costs, and working capital needs stemming from restricted credit
terms from its suppliers."

Venator has taken several steps to bolster its liquidity. These
steps include an agreement to divest its iron oxide business to
Cathay Industries for an enterprise value of $140 million with
estimated cash proceeds of $135 million (post fees and working
capital adjustments). As a result, the borrowing base of Venator's
ABL facility will reduce, and the company will need to repay
approximately $55 million of the proceeds, leading to a net
liquidity benefit of about $80 million. Beyond that, Venator will
need to secure alternate funding to fund anticipated losses,
service its debt, and address longer-term liquidity, which S&P
thinks will likely include a debt-restructuring exercise.

S&P said, "Failure to deliver an unqualified audit opinion without
explanatory language for going concern raises the prospect that
Venator could pursue a debt restructuring, in our view. On Feb. 21,
2023, Venator published its 20-F SEC filing, which included an
explanatory paragraph regarding going concern. Failure to cure (or
receive a waiver from its lenders) by April 30, 2023, will
constitute an event of default under the term loan and ABL credit
agreements. In addition, an acceleration of repayment in an amount
greater than $50 million under the term loan or ABL facilities that
remains uncured for 30 days will constitute an event of default
under the senior secured notes, and senior unsecured notes. As a
result, the company's approximately $1.0 billion of debt is now
classified as current. We think failure to deliver an unqualified
opinion without explanatory language for going concern will
accelerate Venator's engagement with stakeholders to optimize its
capital structure and alleviate liquidity pressures in the absence
of a waiver from its lenders. In our view, the negotiation with
stakeholders is highly likely to result in a debt restructuring
that we could view as distressed, and this could happen in the near
term. Our assessment factors in our view of Venator's capital
structure as unsustainable owing to the very high leverage of above
20x in 2022 and persistently negative FOCF generation, along with
the low indicated market prices on both the first- and second-lien
debt."

The negative outlook reflects the risk that Venator could engage in
a distressed debt restructuring in the near term given its
unsustainable capital structure and diminishing liquidity.

S&P could lower its ratings on Venator:

-- To 'CC' if the company announces its intention to undertake a
restructuring that we consider distressed; or

-- To 'SD' (selective default) if it completes a debt
restructuring that we consider distressed.

S&P said, "We could raise our issuer credit rating on Venator if we
believe the likelihood of a distressed exchange or redemption has
receded. This could occur if Venator issues new equity or debt that
would not result in current debtholders receiving less value than
promised in the original securities, or EBITDA and cash flow
generation improves much faster than we anticipate, for example
because of a sharp recovery in TiO2 sales."

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



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

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

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

This material is copyrighted and any commercial use, resale or
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