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

                          E U R O P E

          Friday, April 7, 2023, Vol. 24, No. 71

                           Headlines



G E R M A N Y

EYEEM: Files for Bankruptcy, Is Insolvent
SYNLAB AG: Fitch Affirms LongTerm IDR at 'BB', Outlook Stable


I T A L Y

CAPITAL MORTGAGE 2007-1: Moody's Ups Cl. C Notes Rating from Ba2


N E T H E R L A N D S

Q-PARK HOLDING: Moody's Affirms 'B1' CFR, Alters Outlook to Stable


S P A I N

CODERE LUXEMBOURG 2: Moody's Downgrades CFR to Ca, Outlook Stable
VALENCIA HIPOTECARIO 3: Moody's Ups EUR9.1MM C Notes Rating to Ba2


S W E D E N

PREEM HOLDING: Moody's Affirms 'B1' CFR, Alters Outlook to Positive


S W I T Z E R L A N D

CREDIT SUISSE: Bankruptcy Among Options Prior to UBS Takeover


U K R A I N E

DTEK ENERGY: Moody's Appends 'LD' Designation to PDR


U N I T E D   K I N G D O M

ARDONAGH MIDCO 2: Fitch Affirms 'B-' LongTerm IDR, Outlook Positive
BELRON GROUP: Moody's Affirms 'Ba2' CFR, Outlook Remains Stable
HEATHROW FINANCE: Fitch Affirms 'BB+' Rating, Outlook Now Stable
HELASTEL LTD: Bought Out of Administration by LHL Property
VASHI: Goes Into Liquidation Following Court Ruling

VIRGIN ORBIT: Commences Voluntary Chapter 11 Proceeding


X X X X X X X X

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

                           - - - - -


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G E R M A N Y
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EYEEM: Files for Bankruptcy, Is Insolvent
-----------------------------------------
According to PetaPixel, German technology and stock photography
company EyeEm has reportedly filed for bankruptcy and is
insolvent.

The company originally set itself apart from competitors through
its innovative use of artificial intelligence.  But Business
Insider in Germany reports that it has filed for bankruptcy, the
latest in a string of issues that have plagued the company for the
last several years, PetaPixel relates.

EyeEm attempted to restructure itself internally in 2020 which
resulted in the company's two founders leaving the business,
PetaPixel recounts.  Six months later, the remaining shareholders
approved a sale to Swiss investment company New Value, which has
been publicly traded as Talenthouse AG since 2021, PetaPixel
discloses.  Business Insider reports that Talenthouse paid $40
million for EyeEm, but only a few months later valued it at a
single-digit million amount, PetaPixel notes.

The bankruptcy filing might not come as a surprise to photographers
who, since last year, have regularly reported issues with payments
from EyeEm, PetaPixel states.  Many photographers who contracted
through EyeEm went unpaid for months, and last August Talenthouse
blamed the situation on new accounting procedures and "global
events."

There was considerable speculation that, in particular, EyeEm was
not financially sound throughout 2022, PetaPixel relays.
Photographers had been reporting missed payments for months even
last summer, according to PetaPixel.


SYNLAB AG: Fitch Affirms LongTerm IDR at 'BB', Outlook Stable
-------------------------------------------------------------
Fitch Ratings has affirmed Synlab AG's Long-Term Issuer Default
Rating (IDR) at 'BB' with a Stable Outlook and senior debt at 'BB'
with a Recovery Rating of 'RR4'.

The 'BB' IDR remains supported by Synlab's defensive, non-cyclical
and fairly large European operations that are subject to regulatory
pressures, as well as by moderate leverage, solid liquidity and
positive free cash flow (FCF). It also factors in Synlab's
commitment to a conservative financial policy, targeting net
debt/EBITDA at below 3.0x, which corresponds to Fitch-calculated
total adjusted net debt/EBITDAR below 4.0x.

Fitch projects limited rating headroom under Synlab's negative
sensitivities, given its expectation of lower margins over the next
three years as a result of declining Covid-19 testing and
inflationary cost pressures. However, the Stable Outlook reflects
Fitch's expectation that Synlab will be able to maintain its
leading market position in Europe, with steady sales growth and
gradually improving margins supporting a leverage profile that is
in line with its rating.

KEY RATING DRIVERS

Cinven Non-binding Offer: Fitch is likely to place Synlab on Rating
Watch Negative (RWN) if the legally non-binding expression of
interest made by funds advised by Cinven to acquire up to 100% of
its shares receives sufficient investor support. Fitch would
resolve the RWN and downgrade its IDR on completion of the
potential buyout. The magnitude of the downgrade would depend on
the leverage at the time of the buyout, as well as the future
financial policy and strategy of the group.

Defensive Operations: The 'BB' IDR captures Synlab's defensive,
infrastructure-like business model, which is protected by high
barriers to entry, with scale-driven efficiencies, technological
knowledge and service quality, leading to moderate business risk.
However, Fitch sees limited potential for improvement in the
business risk profile in the medium term, unless the company gains
scale and diversification by product and geography, while remaining
committed to its stated financial policies.

Notable Margin Contraction in 2023: Fitch expects Synlab's EBITDA
margin (Fitch-defined, excluding IFRS16 rental expenses related to
real estate) to decline to around 13% in 2023 from 20% in 2022.
This is due to a contraction of Covid-19 testing to EUR50 million
from EUR790 million during the same period, combined with a larger
cost base post-pandemic and short-term inflationary pressures,
mainly related to personnel cost and, to a lower extent, to energy
costs. Fitch believes that EBITDA margins will improve gradually
towards 15% in the medium term on effective cost management, modest
operating leverage with low single-digit organic growth absorbing
fixed costs, and the easing of inflation.

Lower FCF and Fewer Acquisitions: Its rating case forecasts lower
FCF generation, driven by lower profitability, slower Covid-19
sales and higher variable interest rates. Fitch expects
post-dividend FCF to be neutral in 2023, in part due to delayed tax
payments. Fitch anticipates FCF margins to improve to around 3%
from 2024, supported by modest profitability growth and contained
capex. Further FCF margin improvement would be contingent on
increases in profitability. Its base case factors in lower
dividends due to the decline in profits. Fitch expects lower FCF
generation to limit net acquisitions to around EUR100 million per
year.

Limited Leverage Headroom: Fitch projects EBITDAR net leverage to
increase to 4.2 x in 2023 before it slowly declines towards 3.5x by
2026. This indicates limited headroom under the 'BB' IDR.
Large-scale M&As or shareholder-friendly distributions leading to
higher-than-expected leverage could put the rating under pressure.

M&A Critical for Growth: Inorganic growth remains a critical pillar
of Synlab's business strategy, given low-single-digit organic
growth prospects embedded in the lab-testing market, as well as the
value-growth expectations of its equity holders. However, Fitch
believes that Synlab is likely to scale back its ambition for M&As
in the medium term given its expectation that management will
consistently adhere to their leverage target. In addition, Synlab's
shares, which represent an additional resource of M&A funding, are
currently trading at unattractive valuations.

Diversification Mitigates Regulatory Pressures: Synlab operates in
a regulated healthcare market, which is subject to pricing and
reimbursement pressures, and in some jurisdictions such as France -
Synlab's largest market - it is bound by a tight price and volume
triennial agreement between the national healthcare authorities,
lab-testing groups and trade unions. This is, however, mitigated by
the pricing flexibility under inflation-indexed tariff frameworks
in some geographies in Northern and Eastern Europe. The high social
relevance of the lab-testing sector exposes Synlab to the risk of
tightening regulations, which can constrain their ability to
maintain operating profitability and cash flows. Fitch captures
this risk in an ESG Relevance Score of '4' for Exposure to Social
Impact.

KEY ASSUMPTIONS

- Revenue to decline 17.5% in 2023 as a result of falling Covid-19
test sales, despite organic sales growth of the non-Covid-19
underlying business at around 3.5%

- Organic sales growth of around 2% for 2024-2026

- Annual net acquisitions at EUR100 million at enterprise value
(EV)/EBITDA multiples of 10x

- EBITDA margins (excluding IFRS16 rents) declining to 13% in 2023
from 20% in 2022, before gradually improving towards 15% by 2026

- Rent expense at EUR105 million in 2023, and gradually increasing
to EUR110 million in 2024

- Capex at 5% of sales in 2023, followed by 3.5% to 2026

- Common dividends declining to EUR55 million in 2024 from EUR73
million in 2023, before gradually improving towards EUR65 million
in 2026

RATING SENSITIVITIES

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

- Evidence of greater business maturity and scale (excluding
Covid-19 sales), as reflected in improving product focus and
geographical diversification, leading to FCF margins sustainably in
the mid-to-high single digits

- Strict commitment to a conservative financial policy and leverage
target

- Total adjusted net debt/EBITDAR below 3.0x on a sustained basis

- EBITDAR/gross interest + rents at above 4.0x on a sustained
basis

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

- Weakening business profile and declining profitability with low
single-digit FCF margins on a sustained basis

- Looser financial policy, manifested for example in a willingness
to breach group leverage target due to renewed debt-funded M&As or
unexpectedly high shareholder remunerations

- Total adjusted net debt/EBITDAR above 4.0x on a sustained basis

- EBITDAR/gross interest + rents at below 3.0x on a sustained
basis

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: Synlab's liquidity is comfortable with
Fitch-defined readily available cash (net of restricted cash of
EUR50 million for daily operations) of around EUR490 million at
end-2022, which is reinforced by EUR500 million available under a
committed revolving credit facility.

Stable operating performance with moderate working capital and
capex should facilitate positive internal cash generation
throughout the rating horizon to 2026. Synlab benefits from
diversified funding sources with access to equity markets and bank
loans due in 2026-2027. It also has interest-rate hedges in place
for around EUR500 million of its debt till February 2025, partly
mitigating high interest expense.

ISSUER PROFILE

Synlab is one of Europe's largest providers of analytical and
diagnostic testing services, offering routine and specialist tests
in clinical testing, anatomical pathology testing and diagnostic
imaging. It runs operations in around 40 countries, with a
predominant focus on Europe.

ESG CONSIDERATIONS

Synlab AG has an ESG Relevance Score of '4' for Exposure to Social
Impacts due to increased risks of tightening regulation that may
constrain its ability to maintain operating profitability and cash
flows. This has a negative impact on its credit profile and is
relevant to the rating in conjunction with other factors.

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

   Entity/Debt            Rating        Recovery   Prior
   -----------            ------        --------   -----
Synlab AG          LT IDR BB  Affirmed               BB

   senior
   unsecured       LT     BB  Affirmed     RR4       BB



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I T A L Y
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CAPITAL MORTGAGE 2007-1: Moody's Ups Cl. C Notes Rating from Ba2
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of Class B and
Class C notes in Capital Mortgage S.r.l. (Capital Mortgages Series
2007-1). The rating action reflects the increased levels of credit
enhancement for the affected notes, better than expected collateral
performance as well as the correction of an input error in Moody's
cash flow modelling.

Moody's also affirmed the ratings of the notes that had sufficient
credit enhancement to maintain their current ratings and were not
impacted by the mentioned error.

EUR1736M Class A1 Notes, Affirmed Aa3 (sf); previously on Oct 20,
2022 Affirmed Aa3 (sf)

EUR644M Class A2 Notes, Affirmed Aa3 (sf); previously on Oct 20,
2022 Affirmed Aa3 (sf)

EUR74M Class B Notes, Upgraded to Aa3 (sf); previously on Oct 20,
2022 Upgraded to A2 (sf)

EUR25.35M Class C Notes, Upgraded to A3 (sf); previously on Oct
20, 2022 Upgraded to Ba2 (sf)

Maximum achievable rating is Aa3 (sf) for structured finance
transactions in Italy, driven by the corresponding local currency
country ceiling of the country.

RATINGS RATIONALE

Correction of an error

The rating action on Capital Mortgage S.r.l. (Capital Mortgages
Series 2007-1) is prompted by the discovery of an error in Moody's
cash flow modelling related to the amount of liabilities and
available reserve fund used at the time of last rating action. The
Class A1 and A2 notes balance and the reserve fund corresponded to
the capital structure as of April 2022, whereas the asset balance
reflected a July 2022 cut-off date. Reflecting the correct notes
balance and available reserve fund leads to a higher credit
enhancement for the notes, which has a significant positive impact
on the rating of the Class B and C Notes.

Revision of Key Collateral Assumptions

As part of the rating action, Moody's reassessed its lifetime loss
expectation for the portfolio reflecting the collateral performance
to date.

The performance of the transaction has continued to be stable since
the last rating action. Total delinquencies have slightly increased
in the past year, but 90 days plus arrears remained flat and
currently stand at 0.4% of current pool balance. Cumulative
defaults currently stand at 14.3% of original pool balance and are
stable overall compared to one year earlier.

Moody's decreased the expected loss assumption to 3.12% as a
percentage of current pool balance from 3.72%. The revised expected
loss assumption corresponds to 9.11% as a percentage of original
pool balance.

Moody's has also assessed loan-by-loan information as a part of its
detailed transaction review to determine the credit support
consistent with target rating levels and the volatility of future
losses. As a result, Moody's has decreased the MILAN CE to 11% from
12%.

Increase in Available Credit Enhancement

Sequential amortization and progress in the replenishment of the
reserve fund led to an increase in the credit enhancement available
in this transaction.

The credit enhancement for Class B and C Notes affected by the
rating action increased to 21.3% and 13.1% respectively (calculated
as a percentage of pool balance), compared to 18.3% and 10.7% since
the last rating action in October 2022.

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
July 2022.

The analysis undertaken by Moody's at the initial assignment of
ratings for RMBS securities may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage.

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

Factors or circumstances that could lead to an upgrade of the
ratings include (1) performance of the underlying collateral that
is better than Moody's expected, (2) an increase in available
credit enhancement, (3) improvements in the credit quality of the
transaction counterparties and (4) a decrease in sovereign risk.

Factors or circumstances that could lead to a downgrade of the
ratings include (1) an increase in sovereign risk, (2) performance
of the underlying collateral that is worse than Moody's expected,
(3) deterioration in the notes' available credit enhancement and
(4) deterioration in the credit quality of the transaction
counterparties.



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N E T H E R L A N D S
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Q-PARK HOLDING: Moody's Affirms 'B1' CFR, Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service revised the outlook to stable from
negative and affirmed the long-term corporate family rating and
probability of default rating of Q-Park Holding B.V. ("Q-Park") at
B1 and B1-PD respectively. At the same time Moody's revised the
outlook to stable from negative and affirmed the rating on the
senior secured notes due in 2025, 2026 and 2027 issued by Q-Park's
direct subsidiary Q-Park Holding I B.V. at B1.

RATINGS RATIONALE

The rating affirmation with a stable outlook reflects the improved
revenue and credit metric performance of the company and Moody's
expectation that Q-Park will be able to achieve and then maintain
credit metrics in line with the current rating over the next 12 to
18 months.

In 2022, Q-Park's short-term like-for-like revenues (STP LFL) were
97% and long-term like-for-like revenues (LTP LFL) were 103% above
the 2019 level. This positive trend has also continued through the
beginning of 2023. Although the number of parking transactions is
still lagging behind the pre-Covid level (c.14% below the 2019
level), the company managed to reach current STP LFL revenues
mainly due to its ability to increase parking charges. Furthermore,
in Q3 2022 the company fully repaid its Revolving Credit facility
(RCF) of EUR 240 million that had been fully drawn since 2020.

Debt metrics have improved, in particular, Moody's adjusted Gross
Debt/EBITDA has decreased from 13.5x in 2021 to 8.9x in 2022.
Further deleveraging will mainly depend on EBITDA growth as most of
the debt matures in 2025-2027, although this is expected given the
continued recovery in traffic volumes and revenues.

Subject to the pace of further traffic recovery, Moody´s expects
that by 2023-2024 the company´s consolidated funds from operations
(FFO)/debt ratio will rise to at least 7.0-7.5%, while Moody´s
adjusted debt/EBITDA will likely fall between 7.7x-8.2x, which is
considered commensurate with a B1 rating.

More generally, Q-Park's B1 CFR reflects: (1) a strong
asset-ownership model with operations based on legally owned assets
or long term ground leases accounting for 44% of Q-Park's gross
margin and an average remaining contract life, including
concessions and other contracts, of around 50 years, which provides
good cash flow visibility, (2) flexibility over pricing for a large
part of its operations, in particular in parking facilities
legally-owned or held under long term leases, (3) Q-Park's focus on
off-street and multi-functional parking facilities protecting its
competitive position in the context of changing demand patterns
post-Covid and municipal policies increasingly directed towards
reducing on-street parking places, (4) the high degree of
geographic diversification with a presence in around 330 cities
with 670k parking spaces across 7 well-developed countries
including the Netherlands, France and Germany, and (5) a positive
operating track-record up until 2020 with an annual 3.1% parking
revenue growth between 2013 and September 2019 on a like for like
basis, mainly supported by Q-Park's ability to increase tariffs.

However, Q-Park's ratings also take into consideration: (1)
Q-Park's high leverage, which Moody's expects will translate into a
Moody's adjusted Debt/EBITDA ratio still above 8.0x and a Funds
from operations (FFO)/Debt ratio below 8% in 2023, (2) somewhat
weaker flexibility and control over pricing under concessions
contracts in France where compensation mechanisms are mostly
reliant on negotiation with local governments, (3) uncertainties as
to the level of protection financial policy will provide to
creditors, (4) execution risk on Q-Park's growth strategy which
relies for a large part on its ability to further increase its
pricing and yield by enhancing value to its customers; and (5) some
foreign currency exposure due to the mismatch between non-EUR
denominated cash flow generation in the UK and Denmark (together
accounting for 11% of Q-Park's gross margin) and the EUR
denominated debt service, in the absence of hedging mechanisms.

LIQUIDITY AND DEBT COVENANTS

Moody's considers Q-Park's liquidity position as good. As of
December 31, 2022, Q-Park had EUR131 million of available cash and
no material debt maturity until 2025 when the EUR425 million and
EUR90 million senior secured notes become due. In Q3 2022, Q-Park
fully repaid the EUR240 million of the  Revolving Credit Facility
(RCF) that has been drawn since April 2020.  Moody's expects the
company will be able to cover upcoming interest expenses and other
commitments with its available resources taking into account the
recovery in traffic and revenues.

While fully currently undrawn, access to the RCF in future may be
restricted by a springing leverage-based financial covenants (set
at a Net Debt to EBITDA ratio of 10.8x tested quarterly) which is
applicable once drawing under the RCF reaches 40%.

RATIONALE FOR OUTLOOK

The stable outlook reflects Moody's expectation that Q-Park will be
able to achieve and then maintain a financial profile commensurate
with the current rating, namely an FFO/debt ratio of at least 6%
and a Moody's adjusted Debt to EBITDA ratio of no more than 9.0x.

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

In future, Moody's would consider an upgrade of the ratings if the
company is able to maintain, on a sustained basis, a Moody's
adjusted Debt to EBITDA ratio below 7.5x and an FFO to Debt ratio
above 9%, both on a sustained basis and together with sound
liquidity.

Conversely, Q-Park's ratings could be downgraded if the company's
Moody's-adjusted debt/EBITDA would likely remain above 9.0x and its
FFO/debt below 6% over the medium term. These metrics could, for
example, result from a weaker-than-expected recovery in demand for
parking services into the medium term. A significant deterioration
in Q-Park's liquidity would exert negative pressure on the
ratings.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Privately
Managed Toll Roads published in December 2022.

COMPANY PROFILE

Q-Park is the largest private car-park operator in Europe by
revenue. The company operates over 670,000 parking spaces within
c.3,300 parking facilities located in 7 Western European countries
mainly in The Netherlands and France. Q-Park operates mainly
off-street parking facilities through legally-owned infrastructure
assets, and long term lease and concession contract agreements. In
May 2017 the company was acquired by a consortium of investment
funds led by Kohlberg Kravis Roberts & Co. LP. During 2022 the
company reported EUR729 million and EUR193 million in revenues and
EBITDA respectively.



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S P A I N
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CODERE LUXEMBOURG 2: Moody's Downgrades CFR to Ca, Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service has downgraded Codere Luxembourg 2
S.a.r.l.'s ("Codere", "the company" or "the group") corporate
family rating to Ca from Caa3 and downgraded Codere's probability
of default rating to Ca-PD from Caa3-PD. Concurrently, Moody's has
downgraded Codere Finance 2 (Luxembourg) S.A.'s ("Codere Finance
2") EUR231 million euro equivalent (split in EUR and USD) (original
nominal value of EUR196 million euro equivalent) backed senior
secured notes due 2027 ("Senior notes") to C from Caa3 and
downgraded Codere Finance 2's EUR495 million (original nominal
value of EUR482 million) backed super senior secured notes due 2026
("Super senior notes") to Ca from Caa1. In parallel, Moody's has
downgraded the instrument rating on the EUR273 million (original
nominal value of EUR227.7 million) backed subordinated PIK notes
("Subordinated PIK notes") due 2027 issued by Codere New Holdco
S.A. to C from Ca. The outlook on all entities remains stable.

On March 29, 2023, Codere announced that it reached an agreement on
the terms of a proposed restructuring transaction with a group of
its largest bondholders and shareholders. The proposed
restructuring transaction involves notably the issuance of EUR100
million new first priority notes (ranking senior to the Super
senior notes, and all other debt instruments) and amendments to the
Super senior notes and Senior notes interest charges to include a
lower cash component and a larger payment-in-kind (PIK) component.
Codere will defer its interest payment due March 31, 2023 and April
30, 2023 in respect of the Super senior notes and Senior notes,
respectively, until the completion of the restructuring
transaction. The company has secured the extension of the grace
period until the end of June 2023. Depending on the ultimate level
of consent received, the transaction may be implemented via a
consent solicitation process and amendments to the existing debt
documentation. If a sufficient level of consent is not achieved for
a consent solicitation, Codere is planning to pursue an
implementation option with exchange offers that would result in
exchanged super senior notes and exchanged senior notes ranking
ahead of existing Super senior notes and Senior notes respectively.
The transaction is still subject to shareholder approvals expected
by April 13.

Moody's will likely consider the proposed restructuring transaction
as a distressed exchange, which is an event of default under
Moody's definition, as the transaction leads to a diminished value
for creditors relative to the original promises with the extension
of the PIK features and allows the company to avoid a default.

RATINGS RATIONALE

The downgrade of Codere's CFR to Ca from Caa3 reflects a higher
than previously anticipated likelihood of a default on the
company's debt and the lower recovery for the debtholders because
of a slower-than-expected recovery in EBITDA and the fact that the
proposed post-transaction capital structure is likely to be
unsustainable given the group's high Moody's-adjusted leverage and
high interest burden in the context of uncertainty around the pace
of recovery in profitability.

Given the company's negative free cash flow generation, the
liquidity buffer that the company benefitted from after the
restructuring transaction it completed in November 2021 decreased
throughout 2022. Moody's expect the company's free cash flow to
remain negative in 2023. The deferral of the Super senior notes and
Senior notes interest payments due in the end of March and April
2023, the significantly lower amount of cash component on the
interest rates of the Super senior notes and Senior notes and the
issuance of the new first priority notes will be essential in
supporting Codere's liquidity in 2023.

Despite a good recovery in revenue in 2022 in most of Codere's
markets and particularly in Spain, Argentina and Italy, the
recovery in EBITDA is much slower, impacted by the slower recovery
in some key geographies that historically generated higher margins
such as Mexico. Moody's do not expect EBITDA to recover to 2019
level in the next two to three years, which would impair the
group's capacity to generate a level of free cash flow before
interest sufficient to withstand on a sustainable basis the
elevated level of interest bearing debt. Following Codere's
proposed restructuring transaction, Codere's gross debt will
increase by up to more than EUR210 million, including the accrued
PIK interest. Furthermore, the group's gross debt interest includes
a large PIK interest component which supports the group's liquidity
but will lead to a continuing increase in the gross debt amount
over time.

Codere's credit quality remains exposed to emerging market risk as
well as currency fluctuations because of its large presence in
Latin America, especially in Argentina. Codere's credit profile
continues to be supported by the group's leading market positions
in key countries of operation such as Spain and in Latin America.

ESG CONSIDERATIONS

Governance considerations have been a key driver of the rating
action reflecting Codere's weak historical financial performance
and regular liquidity issues in the past three years requiring new
cash injections in the form of new notes issuances ranking ahead of
pre-existing notes. Codere has a track-record of being subject to
distressed exchange transactions with the last two distressed
exchange transactions completed in October 2020 and November 2021.
Codere's proposed restructuring transaction is the third one since
the year 2020. The current   Moody's Governance Issuer Profile
Score (IPS) remains G-5 (very highly negative) and the company
Credit Impact Score remains CIS-5 (very highly negative).

STRUCTURAL CONSIDERATIONS

Codere's probability of default rating is in line with the
corporate family rating (CFR). The Super senior notes are also
rated in line with the CFR, which reflects their significant size
in proportion of the total debt capital structure and the fact that
they will rank after the first priority notes according to the
terms of the proposed restructuring transaction. The Senior notes
are rated one notch below the CFR because they rank after the Super
senior notes in priority of payment over the proceeds in an
enforcement scenario under the terms of the intercreditor
agreement. The Subordinated PIK notes are rated one notch below the
CFR.

LIQUIDITY

The company's liquidity estimated for the next 12-18 months is weak
resulting in heightened risks of a liquidity shortfall and
liquidity covenant breach in case the restructuring transaction is
not implemented early enough to avoid such outcomes.

As part of the proposed restructuring transaction, the group will
receive EUR100 million of additional liquidity via the first
priority notes issuance and have a significantly lower amount of
cash component on the interest rates of the Super senior notes and
Senior notes. Those two elements will be key in enabling the group
to operate and execute on its business plan.

Codere is subject to a liquidity covenant tested quarterly. It
requires that Codere maintains EUR40 million of cash in its retail
operations (excluding the cash in the online division that is
restricted).    

Codere was granted with some liquidity buffer following the
completion of the 2021 restructuring transaction: cash balance as
of year-end 2021 amounted to EUR222.8 million, of which close to
EUR128 million in relation to retail activities. The liquidity
buffer decreased throughout the year 2022 given the group's
negative cash flow generation in retail activities and the funding
of the growth of the online division. As of the end of December
2022 Codere had around EUR130 million of cash, of which EUR76
million in relation to retail activities.

The group currently does not have significant debt maturities
before September 2026.

RATIONALE FOR STABLE OUTLOOK

The stable rating outlook reflects Moody's estimate that the degree
of recovery at the group level is commensurate with a Ca rating.

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

Upward pressure on the ratings could arise if the company achieves
a strong and sustainable recovery in profitability such that the
overall recovery of the company's debt is higher than anticipated
by Moody's and implied by the Ca CFR.

The ratings could be downgraded if the estimated degree of recovery
at the group level falls below the levels commensurate with a Ca
rating.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Founded in 1980 and headquartered in Madrid (Spain), Codere
Luxembourg 2 S.a.r.l. (Codere) is an international gaming operator.
The company is present in seven countries where it has
market-leading positions: Spain and Italy in Europe; and Mexico,
Argentina, Uruguay, Panama and Colombia in Latin America. In 2021,
the company reported operating revenue of EUR790.7 million and
company-adjusted EBITDA of EUR99.4 million.

VALENCIA HIPOTECARIO 3: Moody's Ups EUR9.1MM C Notes Rating to Ba2
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of three notes
in VALENCIA HIPOTECARIO 3, FTA. The rating action reflects the
increased levels of credit enhancement of the affected Notes and
better than expected performance of the collateral.  

EUR780.7M Class A2 Notes, Upgraded to Aa1 (sf); previously on Aug
4, 2020 Affirmed Aa2 (sf)

EUR20.8M Class B Notes, Upgraded to Baa1 (sf); previously on Aug
4, 2020 Affirmed Baa3 (sf)

EUR9.1M Class C Notes, Upgraded to Ba2 (sf); previously on Aug 4,
2020 Downgraded to B2 (sf)

Maximum achievable rating is Aa1 (sf) for structured finance
transactions in Spain, driven by the corresponding local currency
country ceiling of the country.

RATINGS RATIONALE

The rating action is prompted by decreased key collateral
assumptions, namely the portfolio Expected Loss (EL) and MILAN CE
assumptions due to better than expected collateral performance, and
an increase in credit enhancement for the affected tranches.

Revision of Key Collateral Assumptions:

As part of the rating action, Moody's reassessed its lifetime loss
expectation for the portfolio reflecting the collateral performance
to date.

The performance of the transaction has continued to be strong since
the last rating action. Total delinquencies have remained stable in
the past year, with 90 days plus arrears currently standing at
0.59% of current pool balance. Cumulative defaults currently stand
at 3.97% of original pool balance and remain broadly unchanged from
a year earlier.

Moody's decreased the expected loss assumption to 2.06% as a
percentage of current pool balance, due to the good performance.
The revised expected loss assumption corresponds to 2.00% expressed
as a percentage of original pool balance down from the previous
assumption of 2.15%.

Moody's also assessed loan-by-loan information as part of its
detailed transaction review to determine the credit support
consistent with target rating levels and the volatility of future
losses. As a result, Moody's has decreased the MILAN CE assumption
to 7.3% from 9.0%.

Increase in Available Credit Enhancement

The non-amortizing reserve fund led to the increase in the credit
enhancement available in the transaction. For instance, the credit
enhancement for the most senior tranche affected by the rating
action increased to 10.89% from 9.46% since the last rating
action.

While the notes are currently paid pro rata, upon the pool factor
decreasing below 10% of original pool balance, this will trigger
sequential amortization.

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
July 2022.

A Request for Comment was published in which Moody's requested
market feedback on potential revisions to its RMBS methodology
framework. However, at this time no associated country-specific
supplement has been published which would be relevant for the
Credit Ratings referenced in this press release.

The analysis undertaken by Moody's at the initial assignment of
ratings for RMBS securities may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage.

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

Factors or circumstances that could lead to an upgrade of the
ratings include (1) performance of the underlying collateral that
is better than Moody's expected, (2) an increase in available
credit enhancement, (3) improvements in the credit quality of the
transaction counterparties and (4) a decrease in sovereign risk.

Factors or circumstances that could lead to a downgrade of the
ratings include (1) an increase in sovereign risk, (2) performance
of the underlying collateral that is worse than Moody's expected,
(3) deterioration in the notes' available credit enhancement and
(4) deterioration in the credit quality of the transaction
counterparties.



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S W E D E N
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PREEM HOLDING: Moody's Affirms 'B1' CFR, Alters Outlook to Positive
-------------------------------------------------------------------
Moody's Investors Service changed the outlook on Preem Holding AB
to positive from stable. Concurrently, Moody's affirmed Preem's B1
long term corporate family rating, its B1-PD probability default
rating as well as the B3 instrument rating of its senior
subordinated bond.

"The change of the outlook to positive primarily reflects the
progress Preem is making in the transformation of its business
profile towards renewable fuels, which it is increasingly likely to
execute with a lower amount of debt than Moody's initially
expected, supported by the exceptionally strong operational
momentum in 2022", says Martin Fujerik, lead analyst for Preem.

RATINGS RATIONALE

The outlook change primarily reflects the continued progress in the
transformation of Preem's business profile, including Moody's
expectations for the company to finalise its Synsat revamp project
at its Lysekil refinery in 2Q 2024, in line with the recently
revised schedule. This project will substantially increase its
renewable refining capacity to roughly 1.5 million cubic metres per
year (m3/y) from around 0.4 million m3/y currently and
significantly improve the company's business profile. This is
because the renewable offering is generally more stable and
profitable and has good underlying growth prospects compared to
fossil-based fuels, demand for which is already on a structural
decline in Europe.

The rating action also incorporates Moody's expectation that the
project is likely to require less debt funding than the agency
originally projected, despite some upward revision of the original
budget on the project's cost. The military conflict in Ukraine
significantly reduced supply of some refined products in the
European market, which increased Preem's refining margins and its
operating cash flows in 2022 well ahead of the rating agency's
forecasts. Supported by this exceptionally strong momentum Preem
reduced debt in 2022 and further strengthened its liquidity
profile, having reduced its reliance on its borrowing base
facility, availability under which can decline when operating
conditions deteriorate.

Preem will likely need to draw under its unrated capital spending
SEK facility it contracted last year to fund the remaining portion
of the Synsat revamp in 2023, but the likelihood of its ability and
willingness to sustain its credit metrics in line with the rating
agency's expectation for a higher rating, such as Moody's-adjusted
RCF/debt above 20% across cycles (over 100% in 2022), is
increasing.

Despite the company's progress on the Synsat revamp project as well
as on the sourcing of renewable feedstock for the expansion, there
are remaining risks related to the project's execution, including
further delays, budget overruns or difficulties to source the
remainder of the feedstock at attractive prices. Furthermore, Preem
is currently considering additional investments to reach its goal
of 3 million m3/year of renewable refining capacity by 2030, which
will likely be sizeable. Uncertainties about the scale, the timing
and the funding of those projects also weigh on Preem's ratings.

Although Preem has made a progress in the reduction of its debt
load and strengthening of its liquidity since 2020, the track
record of it keeping low leverage and strong liquidity even in a
less benign environment as it continues making sizeable investments
is still relatively short. Even with the ongoing transition into
renewable offering Moody's expects the company's earnings and cash
flow generation to continue to be subject to volatility, which over
the past three years was substantial.

ESG CONSIDERATIONS

Environmental and social considerations are among the key drivers
of this rating action because the ongoing transformation towards
renewable offering generally reduces the company's exposure to
these risks, particularly the exposure to risks related to carbon
transition and demographic and societal trends. Governance
considerations are also relevant for this action, including the
improvement in the company's liquidity.

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

An upgrade of Preem's B1 CFR would primarily require improved scale
and diversification, with a continued track record of the company
being able to meaningfully expand its renewable offering, as well
as to maintain a strong liquidity buffer even at times when the
business is more under pressure. It would also require expectations
for Moody's-adjusted retained cash flow (RCF) to debt sustainably
above 20% through the cycle, with further evidence of the company
maintaining low leverage amid the expansion.

Moody's could downgrade Preem's B1 CFR with indications of
sustained deterioration of refining margins, leading to
Moody's-adjusted RCF/debt sustainably below 15%, or with evidence
of deterioration of the company's liquidity profile.

LIST OF AFFECTED RATINGS:

Issuer: Preem Holding AB

Affirmations:

LT Corporate Family Rating, Affirmed B1

Probability of Default Rating, Affirmed B1-PD

Senior Subordinated Regular Bond/Debenture, Affirmed B3

Outlook Actions:

Outlook, Changed To Positive From Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Refining and
Marketing published in August 2021.

CORPORATE PROFILE

Headquartered in Stockholm, Sweden, Preem is the largest refining
company in the Nordic region by production capacity with two
technologically advanced refineries in Lysekil and Gotheburg. The
company also owns a leading fuel distribution and retail network in
Sweden. In 2022 Preem generated around SEK161 billion of sales
(equivalent of roughly $16 billion, net of excise duties). The
company is ultimately owned by Mr. Mohammed Hussein Al-Amoudi.



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S W I T Z E R L A N D
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CREDIT SUISSE: Bankruptcy Among Options Prior to UBS Takeover
-------------------------------------------------------------
Hugo Miller, Jeff Black and Bastian Benrath at Bloomberg News
report that Switzerland's banking regulator said it considered
putting Credit Suisse Group AG into bankruptcy before deciding on
the takeover by UBS Group AG, as the risk of contagion was too
great.

Finma scoped out various rescue options before the day the bank was
sold in the government-backed deal, Bloomberg recounts.  The lender
had faced an "unprecedented" bank run, Finma President Marlene
Amstad said at a press conference on April 5 in the Swiss capital
Bern, Bloomberg relates.

Ms. Amstad's comments are the first public statements on the deal
since she and Finma CEO Urban Angehrn said in the Swiss press that
the deal was the only viable option, while also defending the
regulator's role in the hastily-assembled transaction, Bloomberg
discloses.  They back up claims by Swiss Finance Minister Karin
Keller-Sutter who said on March 25 that Credit Suisse wouldn't have
survived another day of trading amid a crisis of investor
confidence, Bloomberg states.

Ms. Amstad rejected the suggestion that Finma didn't intervene
early or aggressively enough to tackle Credit Suisse's problems,
pointing to the six public enforcement proceedings against the bank
in recent years, Bloomberg relays.

Finma, as cited by Bloomberg, said it demanded higher liquidity
buffers from Credit Suisse as early as 2020.

Holders of Additional Tier 1 bonds issued by Credit Suisse were
left incensed as they saw US$17 billion worth of those bonds
written down to zero by Finma.  The risk of this happening was
spelled out in the bond's fine print, and allowed Credit Suisse
shareholders to recoup some value while wiping out the bonds,
Bloomberg discloses.

Still, the move upended financial tradition as equity holders are
usually the first in line to absorb a struggling bank's losses,
Bloomberg notes.  Several prominent law firms have been drumming up
business for potential court action, Bloomberg recounts.

Mr. Angehrn reiterated on April 5 that Finma had the legal right to
write down the AT1s and will deal with any lawsuits when they are
filed, Bloomberg relays.

Finma's Angehrn laid out the options it considered for Credit
Suisse: resolution of the bank, a temporary nationalization or
merger with UBS. It had initially considered a bankruptcy for
Credit Suisse but de-emphasized that because of the "drastic
impact" it would have had, he said.

Nationalization was "rejected on risk and legal grounds and out of
a preference for a private sector solution," he said, Bloomberg
notes.

A takeover was the best option, he said, because it would deliver
"considerable confidence" to the marketplace, according to
Bloomberg.




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U K R A I N E
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DTEK ENERGY: Moody's Appends 'LD' Designation to PDR
----------------------------------------------------
Moody's Investors Service has appended a "/LD" (limited default)
designation to the probability of default rating of DTEK Energy
B.V.

On March 24, DTEK Energy announced the results of a tender offer
via unmodified Dutch auction cash tender under which it will
repurchase $193.5 million face value of its senior secured notes at
an average buyback price of ca. 41.3%, leading to a buyback volume
of $80 million. Due to the high amount of tender instructions
submitted DTEK Energy extended the maximum acceptance amount. The
transaction, which followed another tender offer in December 2022,
is again intended to reestablish a "more stable capital structure"
in light of operational restrictions on the Group's export trading.
Any potential further actions by the National Bank of Ukraine could
limit the company's ability to make payments under the bonds.

Moody's regards the repurchase as a distressed exchange because of
the high value in comparison to DTEK Energy's total debt balance
and the very high discount, which may result in an economic loss to
lenders. The transaction will not constitute an event of default
under the terms of the notes. Moody's will remove the /LD
designation from the PDR in three business days.

COMPANY PROFILE

DTEK Energy B.V. is Ukraine's largest private power generator. As
of December 2021, the group operated eight thermal power generation
plants with total installed capacity 13,276 megawatts, several coal
processing plants, 10 coal mines and two coal-related machinery
manufacturers. DTEK Energy accounted for 18% of Ukraine's total
generated electricity in 2021 and 57% of Ukrainian coal production,
almost all of which was consumed in the company's thermal power
plants.

DTEK Energy is indirectly owned by DTEK B.V., which also operates
electricity distribution and supply, renewable energy, gas
production and commodity trading businesses in Ukraine. DTEK B.V.
is fully owned by the financial and industrial group System Capital
Management, whose 100% shareholder is Rinat Akhmetov.



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U N I T E D   K I N G D O M
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ARDONAGH MIDCO 2: Fitch Affirms 'B-' LongTerm IDR, Outlook Positive
-------------------------------------------------------------------
Fitch Ratings has affirmed Ardonagh Midco 2 plc's (Ardonagh)
Long-Term Issuer Default Rating (IDR) at 'B-'. The Outlook on the
IDR is Positive. Fitch has also affirmed the ratings on its senior
PIK (payment-in-kind) toggle notes due 2027 at 'CCC' with a
Recovery Rating of 'RR6'.

The Positive Outlook is supported by Ardonagh's organic
deleveraging capacity, solid free cash flow (FCF) generation,
highly diversified revenue base and expected EBITDA growth from its
existing business and acquisitions.

Fitch expects pro-forma EBITDA leverage to fall below 7.0x by 2024
as organic EBITDA growth continues and cost savings are realised.
An equity injection of GBP322 million was received in Q1 2023 and
will help reduce gross leverage in addition to funding more
EBITDA-accretive acquisitions like Envest. Fitch expects bolt-on
acquisitions to be funded by existing liquidity but further
debt-funded M&A may constrain deleveraging and could lead to a
change in the Rating Outlook to Stable.

KEY RATING DRIVERS

Acquisitions Support Margin Growth: Ardonagh has completed 100
acquisitions in the five years to 2022, with a total enterprise
value (EV) of around GBP2.6 billion, in a highly fragmented
insurance broking market. Reported adjusted EBITDA increased to
GBP389 million in 2022 from GBP80 million in 2017. Reported
adjusted EBITDA margins also increased to 32% from 19% during the
same period, demonstrating a record in extracting deal-related
synergies. Adjusted EBITDA margin growth has increased FCF margins,
as well as improving its financial flexibility and capacity for
organic deleveraging.

High Leverage: Ardonagh's pro-forma Fitch-defined EBITDA leverage
remained above 7x in 2022, as it has done since 2017. Ardonagh's
shareholders have demonstrated a commitment to supporting leverage
with GBP665 million of equity injections between 2021 and 2023 but
continued drawdowns on the term loan facilities to fund
acquisitions have kept gross leverage high. Fitch believes equity
proceeds and available cash will be used to fund bolt-on
acquisitions, which should improve organic deleveraging from 2023.

Falling Interest Coverage: Interest is payable on Ardonagh's term
loans on a floating-rate basis. Floating benchmark rates like SOFR
and SONIA have risen sharply in 2022, leading to increased interest
costs for Ardonagh. Its USD640 million PIK toggle notes are fixed
at a rate of 11.5% and Ardonagh uses interest- rate swaps to hedge
against floating-rate debt. Fitch believes the current hedging
covers around only 50% of its debt. Some hedges were completed in
2022 and 2023 in a higher interest-rate environment. Fitch believes
that the increases in debt will lead to a decline in EBITDA
interest coverage from 2023 to below 2.0x before improving
gradually as EBITDA increases.

Diversified Portfolio: Ardonagh's acquisitions over the last five
years have significantly increased EBITDA scale and diversified its
revenue base. Fitch estimates retail insurance broking to have
accounted for just over 20% of revenue in 2022, down from 44% in
2018. Ardonagh's UK retail business is high-margin but increasing
the share of other broking-service revenue has lowered the risk of
any underperformance in a single business unit. Pricing
intervention in 2022 by the UK's Financial Conduct Authority (FCA)
created tougher market conditions for policy renewals, which led to
the retail business underperforming its expectations in 2022. By
increasing its exposure to advisory, speciality and international
business services, Ardonagh has limited the regulatory impact on
EBITDA growth in 2022.

EBITDA Synergies: Ardonagh's investments into M&A, new team hires
and cost-saving programmes should provide a strong boost to EBITDA
growth in 2023. It completed two transformational deals in the last
six months in MDS Group and Envest. Businesses like these allow
Ardonagh to further grow in new markets, realise synergies and
create the opportunity for small bolt-on acquisitions. Ardonagh has
identified several cost-saving areas in the existing business such
as IT transformation, which should deliver EBITDA growth in 2023.
Recent investments into new speciality team hires should also start
to increase organic growth over the next two years.

Execution Risk in M&A: While increasing scale is a key EBITDA
margin growth driver in the insurance broking industry, Fitch
believes integration and cost-saving programmes may sometimes take
longer than expected, often demanding higher
business-transformation spending and investments. Ardonagh has
demonstrated a strong record of integrating new businesses over the
last five years. It has extracted sound EBITDA growth from
acquisitions and cost-saving measures but acquisitions of larger
businesses such as Envest and MDS Group could carry higher
integration risks. Funding acquisitions through debt underlines the
importance of solid execution of its cost-saving plans.

DERIVATION SUMMARY

Ardonagh has less scale in the UK than large international
insurance brokers. However, it has greater scale and a more diverse
product offering than other independent brokers, Andromeda
Investissements SAS (B/Stable) and Diot-Siaci TopCo SAS (B/Stable).
While its expertise in niche, high-margin products and its leading
position among UK insurance brokers underpin a sustainable business
model, Ardonagh's higher financial risk from higher leverage, weak
interest cover metrics and execution risk of integrating
acquisitions constrain its IDR.

KEY ASSUMPTIONS

Fitch's Key Assumptions within its Rating Case for the Issuer

- Revenue to increase 33% in 2023, reflecting contribution from the
acquisitions made during 2022 and at the beginning of 2023. This is
followed by revenue growth of around 5%-6% per year to 2025

- Fitch-defined EBITDA margin to increase to 32.1% by 2025

- Capex to reduce to 1%-2% of revenue per year during 2023-2025

- Over GBP1 billion in acquisition spending between 2023 and 2025,
using additional debt drawn under the term loan B5 facility, GBP322
million of equity proceeds in 2023 and existing liquidity

- No dividend or shareholder remuneration between 2022 and 2025

KEY RECOVERY ASSUMPTIONS

- Fitch uses a going-concern approach for Ardonagh in its recovery
analysis, assuming that it would be a going-concern in the event of
a bankruptcy rather than be liquidated

- A 10% administrative claim

- Its analysis assumes a post-restructuring GC EBITDA of around
GBP375 million compared with its expected pro-forma EBITDA of over
GBP500 million in 2023

- An enterprise value (EV) multiple of 5.5x to calculate a
post-restructuring valuation

- Based on current metrics and assumptions, the waterfall analysis
generates a ranked recovery at 0% in the 'RR6' band, indicating a
'CCC' instrument rating for the PIK notes, two notches below
Ardonagh's IDR.

RATING SENSITIVITIES

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

- Unchanged operating and regulatory conditions with sustained
EBITDA margin stability. Positive FCF generation and a financial
policy demonstrating a commitment to reducing Fitch-defined EBITDA
leverage below 7.0x

- Successful execution of cost-saving programmes and realisation of
deal-related synergies

- EBITDA interest cover above 2x on a sustained basis

Factors that could, individually or collectively, lead to a
revision of Outlook to Stable:

- Further debt-funded acquisitions, or failure to improve EBITDA,
which are expected to keep Fitch-defined EBITDA leverage above 7.0x
on a sustained basis

- EBITDA interest cover below 2x on a sustained basis

Factors that could, individually or collectively, lead to a
downgrade:

- Consistently negative FCF and sustained use of revolving credit
or other facilities to support liquidity

- Increasing competitive pressure or operational challenges
resulting in lower EBITDA margins leading to Fitch-defined EBITDA
leverage above 9.0x on a sustained basis

- EBITDA interest cover below 1.5x on a sustained basis

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Fitch estimates Ardonagh to have had around
GBP270 million of available cash at end-2022 and to generate
positive FCF between 2023 and 2025. Ardonagh has access to an
undrawn senior secured revolving credit facility (RCF) of GBP191.5
million. It also has not fully drawn on its term loan B facility.
The uni-tranche and PIK toggle notes are bullet-structured and
mature in 2026 and 2027, respectively.

ISSUER PROFILE

Ardonagh is the largest diversified independent insurance
intermediary in the UK. Its strategy is to operate across four core
business segments including both B2C and B2B to capture maximum
commission and significant synergies across the insurance value
chain.

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
   -----------            ------         --------   -----
Ardonagh Midco
2 plc              LT IDR B-   Affirmed                B-

   Subordinated    LT     CCC  Affirmed     RR6       CCC

BELRON GROUP: Moody's Affirms 'Ba2' CFR, Outlook Remains Stable
---------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 corporate family
rating and Ba2-PD probability of default rating of Belron Group SA
(Belron or the company), a leading provider of vehicle glass
repair, replacement and recalibration services in Europe, North
America, and Australasia. The rating agency has also affirmed the
Ba2 instrument ratings on all the currently outstanding backed
senior secured term loans issued by Belron Finance 2019 LLC, Belron
Finance US LLC, Belron Luxembourg S.a.r.l. and on the EUR665
million backed senior secured revolving credit facility (RCF)
issued by Belron Finance Limited. The outlook on all ratings
remains stable.

At the same time, Moody's has also assigned a Ba2 instrument rating
to the new $870 million backed senior secured term loan due 2029
co-borrowed by Belron Luxembourg S.a.r.l. and Belron Finance US
LLC. The new term loan will be issued as an incremental facility on
the existing term loan documentation. The proceeds from the new
term loan, along with approximately EUR146 million of current cash
on the balance and EUR149 million of RCF drawdowns, will be used to
fund a EUR1,095 million distribution to shareholders.

RATINGS RATIONALE

The rating affirmation and maintaining the stable outlook reflect
the short-term increase in leverage, as a result of the substantial
payment to shareholders to a level within the existing Ba2 rating
triggers. The rating agency also considered (1) the resilient
business model alongside strong cash flow generation that has
continued to performed strongly in recent years, (2) good
deleveraging prospects driven by a continuing track record of
revenue growth, good profitability and cost efficiencies, and (3)
the expectation that any further dividends payments will not lead
to the net leverage (according to the company's definition)
exceeding 3.75x this year and that the company will be gradually
reducing its leverage to the already communicated 3x target by
2025.

Belron's operating performance was strong during 2022, with
revenues increasing 20% relative to 2021. The high revenue growth
was substantially driven by a strong performance in the US market
as a result of increased volumes, price/mix effects, recalibration
penetration and favourable foreign exchange movements due to a
stronger USD. Moody's-adjusted EBITDA for 2022 increased by 18%
relative to the prior year to a total of EUR1,221 million, leading
leverage, measured as Moody's-adjusted leverage to EBITDA, to fall
to 3.4x from 3.9x in 2021. As a result of the transaction, Moody's
estimates that leverage will increase to 4.2x on a proforma 2022
basis and expects that it will remain below 4.5x in 2023 given the
company's financial policy and positive growth expectations for
Belron.

Belron's Ba2 CFR is also supported by (1) stable business model
underpinned by the largely non-discretionary nature of its service;
(2) leading market positions across diversified geographies with
limited competitors in mainly fragmented markets; (3) well
established relationships with large insurers; and (4) stable
organic through-the-cycle growth rates, supported by premiumisation
and higher complexity of works, despite flat volumes of the auto
parc in a few developed markets.

The CFR is constrained by (1) the company's limited product
diversity and the execution risks involved in diversifying into new
markets; (2) risk of price pressure on contract renewals, mitigated
by a solid track record of average price per job growth across all
the key markets in the last several years; (3) the material
proportion of business not covered by insurers which is vulnerable
to competitors and postponement during economic downturns; and (4)
risks of economic recession which may lead to lower average miles
driven and temporary reduce demand for Belron's services.

LIQUIDITY

Belron's liquidity is good, despite the company using EUR146
million of cash on the balance sheet and EUR149 million of EUR665
million undrawn RCF in order to fund the planned shareholder
distributions as part of the transaction. Moody's expects positive
free cash flow generation (excluding the announced shareholder
distribution) in the next 12 to 18 months will allow to repay the
RCF drawings and build up the cash balance to similar levels as of
the end of 2022.

STRUCTURAL CONSIDERATIONS

The Ba2-PD PDR is aligned with the Ba2 CFR as typical for capital
structures with first lien bank debt with only a springing
covenant. The senior secured term loans and RCF are rated Ba2, also
in line with the CFR, reflecting their first priority pari passu
ranking. These instruments are guaranteed by material subsidiaries
representing at least 80% of consolidated EBITDA and are secured by
share pledges as well as floating charges over all assets of the US
and UK businesses.

ESG CONSIDERATIONS

Governance factors that Moody's consider in Belron's credit profile
includes the relatively conservative company's financial policies
and governance practices, with a track record of adhering to its
publicly stated leverage target despite several dividend payments
over the last several years. The company also benefits from strong
performance track record with overperforming its budgets.

Key social risks for Belron include human capital risks which
incorporate the need to recruit and retain relatively skilled
workforce, the exposure to demographic and societal trends risks,
heightened environmental awareness among consumers. The company is
also exposed to moderate customer relations risk which reflects the
need to maintain high service and customer satisfaction levels,
which is applicable to both insurers and end customers. However,
the risk is mitigated by the company's solid diversification and
strong track record of contracts extension.

Environmental risks reflect the underlying exposure of the car
manufacturing industry to carbon transition with tightening
environmental regulation. However, Belron is somewhat insulated
from this risk given that the company services the existing car
parc and is well positioned to cover the expanding electric
vehicles segment.

RATING OUTLOOK

The stable outlook incorporates Moody's expectation of a
continuation of solid operating performance including growth in
revenues and stable-to-improving margins, leading to a gradual
decrease in Moody's adjusted leverage towards 4x over the next
12-18 months. It also assumes that Belron will comply with its
financial policy target of reducing leverage to below 3x by 2025.

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

An upgrade could be considered in the event of (i) Moody's-adjusted
debt / EBITDA decreases towards 3.5x and the rating agency is
comfortable that future shareholder distributions or debt funded
acquisitions will not increase leverage above that level, (ii)
Moody's-adjusted EBITA margin is sustained in the high teens, (iii)
Moody's-adjusted EBITA/Interest Expense moves towards around 4x,
and (iv) the company maintains a good liquidity profile.

Conversely, the ratings could be downgraded in the event that (i)
Moody's-adjusted debt/EBITDA moves sustainably towards 4.5x, (ii)
there is a sustained decline in organic revenue or profitability,
(iii) Moody's-adjusted EBITA/Interest Expense falls sustainably
below 3x, or (iv) negative free cash flow generation.

LIST OF AFFECTED RATINGS

Assignment:

Issuer: Belron Luxembourg S.a.r.l.

BACKED Senior Secured Bank Credit Facility, Assigned Ba2

Affirmations:

Issuer: Belron Finance 2019 LLC

BACKED Senior Secured Bank Credit Facility, Affirmed Ba2

Issuer: Belron Finance Limited

BACKED Senior Secured Bank Credit Facility, Affirmed Ba2

Issuer: Belron Finance US LLC

BACKED Senior Secured Bank Credit Facility, Affirmed Ba2

Issuer: Belron Group SA

Probability of Default Rating, Affirmed Ba2-PD

LT Corporate Family Rating, Affirmed Ba2

Issuer: Belron Luxembourg S.a.r.l.

BACKED Senior Secured Bank Credit Facility, Affirmed Ba2

Outlook Actions:

Issuer: Belron Finance 2019 LLC

Outlook, Remains Stable

Issuer: Belron Finance Limited

Outlook, Remains Stable

Issuer: Belron Finance US LLC

Outlook, Remains Stable

Issuer: Belron Group SA

Outlook, Remains Stable

Issuer: Belron Luxembourg S.a.r.l.

Outlook, Remains Stable

PRINCIPAL METHODOLOGY

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

CORPORATE PROFILE

Belron is the market leader in the vehicle glass repair,
replacement and recalibration industry, with an established
presence in 37 countries. The group operates under more than seven
different brands, with Carglass (Continental Europe), Autoglass
(UK) and Safelite (US) being the most well-known. The VGRR service
range comprises three primary activities: replacement, repair and
recalibration. Belron has a presence across 40 countries, but over
90% of its total revenue comes from its top 10 markets of the US,
France, Germany, the UK, Canada, Australia, Spain, Italy, Belgium,
and the Netherlands. The company generated revenue of EUR5.6
billion and EUR1.35 billion of management-adjusted EBITDA in 2022.

The company's main shareholders are the Belgium-based conglomerate
D'leteren Group SA (55%), private equity firms Clayton, Dubilier &
Rice (22%) and Hellman & Friedman (H&F) (12%) and BlackRock, Inc.
(3%, Aa3 stable) and GIC (4%). The remaining shares are owned by
management and the founding family.

HEATHROW FINANCE: Fitch Affirms 'BB+' Rating, Outlook Now Stable
----------------------------------------------------------------
Fitch Ratings has revised the Outlook on Heathrow Funding Limited's
class A and class B bonds to Stable from Negative and affirmed the
ratings at 'A-' and 'BBB', respectively. Fitch has also revised the
Outlook of Heathrow Finance plc's (Holdco) outstanding notes (HY
notes) to Stable from Negative and affirmed the ratings at 'BB+'.

RATING RATIONALE

The revision of the Outlooks to Stable reflects Heathrow's strong
traffic recovery, decreased uncertainty regarding the tariff
framework in 2022-2026 regulatory period and normalisation of group
operations.

The affirmation of notes reflects its expectation that Heathrow's
leverage will be sustained below its rating sensitivities of 8x, 9x
and 10x for the class A, class B and consolidated credit profile,
respectively, mostly due to stronger than expected traffic
recovery.

Heathrow's liquidity position remains strong. As of end-2022,
liquidity available to the class A and B notes consisted of GBP1.8
billion in cash and term deposits, as well as committed fully
undrawn liquidity line facilities of around GBP1.4 billion. This
compares with debt service (maturity and interest) of GBP1.3
billion and GBP1.4 billion due in 2023 and 2024. Holdco also has
significant cash reserves of around GBP1.2 billion covering debt
service until 2025.

KEY RATING DRIVERS

Large Hub with Resilient Traffic: Volume Risk - Stronger

Heathrow is a large hub airport serving a strong origin and
destination market within a wealthy catchment area. Its traffic
demonstrated strong resilience to economic downturns, namely during
the global financial crisis. Heathrow's traffic peak-to-trough of
only 4.4% through the 2008 economic crisis reflects a combination
of factors: the attractiveness of London as a world business
centre; the role of Heathrow as a primary hub offering strong yield
for its resident airlines; the location and connectivity of
Heathrow with the well-off western and central districts of the
city; and unsatisfied demand as underlined by the capacity
constraint, which also helps absorb shocks.

During the pandemic, LHR's traffic performance was similar to other
UK airports, mostly driven by policy on travel restrictions. The
post-pandemic recovery was a par with European peers.

Regulated and Inflation-Linked: Price Risk - Midrange

Heathrow is subject to economic regulation, with a price cap
calculated under a single till methodology. The price cap, set by
the Civil Aviation Authority (CAA), is established to offset
Heathrow's significant market power and is highly sensitive to the
assumptions made by the regulator on several building blocks, such
as cost of capital, traffic forecast and operational efficiency.
The regulatory process that leads to the cap determination is
transparent but creates material uncertainty each time it is
reset.

The CAA's final decision for the new H7 regulatory period
(2022-2026) is substantially in line with its previous
assumptions.

Unconstrained Medium-Term Capacity: Infrastructure
Development/Renewal - Stronger

Heathrow has a proven record of maintaining and developing its
infrastructure to a high level. There are no medium-term
constraints in terms of terminal and runway capacity as the
airport's traffic recovers after the pandemic. Heathrow has stable
and predictable maintenance capex requirements while growth capex
is mostly uncommitted, which allows for flexibility in response to
market conditions and trends.

Obsolescence risk is minimised through LHR's competitive position
in the area and its role as a global hub. Heathrow has a record of
successfully accessing capital markets to secure funding and of
delivering capex projects. Fitch also notes the regulator's mandate
to ensure financeability of capex in addition to affordability to
end-users as supportive, despite some uncertainty regarding timing
and price-recovery of the investment.

As a result of the coronavirus pandemic, Heathrow postponed almost
all investments on the third runway expansion project beyond 2026.
Therefore, the airport's current regulatory period comes with less
uncertainty relating to the approval, planning, funding and
execution of this project.

Refinancing Risk Mitigated: Debt Structure - Midrange (Class A);
Midrange (Class B); Midrange (HY notes)

The class A debt benefits from its seniority, security, and
protective debt structure (ring-fencing of all cash flows and a set
of covenants limiting leverage). It is exposed to some
floating-rate risk, with at least 75% being fixed, in addition to
some refinance risk, which is mitigated by the issuer's strong
capital market access, due to an established multi-currency debt
platform and the use of diverse maturities. The class B notes
benefit from many of the strong structural features of the class A
notes.

The HY notes have a midrange debt structure, but are rated lower
due to their deep structural subordination to the class A and B
notes.

Rating Approach For HY Notes

Fitch notches the HY notes' rating down from the consolidated group
profile, which includes Holdco, Opco and Opco's subsidiaries.
Holdco's full ownership of and dependency on the group, underlined
by the one-way cross-default provision with the group as well as
Holdco's covenants tested at the consolidated level, drive the
consolidated approach.

Fitch assesses the group's consolidated rating at 'BBB' and apply a
two-notch downward adjustment to arrive at Holdco's HY notes' 'BB+'
rating. The two-notch difference reflects the ring-fencing
structure in place at Heathrow Funding PLC, which may restrict
distributions to Holdco level, but also the existing buffer against
the lock up levels, as well as the security available to HY
noteholders and the high liquidity buffer available at Heathrow
Finance Plc.

Financial Profile

Under the Fitch base case (FBC) and Fitch rating case (FRC), the
projected net debt to EBITDA in 2022-2026 is sustained below the
downgrade sensitivities of 8x, 9x and 10x for the class A notes,
class B notes and consolidated profile, respectively. This supports
the Stable Outlooks.

Finance and operating leases are captured as an operating expense,
reducing EBITDA.

PEER GROUP

Heathrow is one of the most robust assets in the sector.
Historically, it has higher leverage than its European peers,
albeit with a much better debt structure for senior debt.
Heathrow's closest peers are Aeroports de Paris S.A. (ADP;
BBB+/Negative) in terms of hub status in EMEA and Gatwick Funding
Limited (BBB+/Negative) and Manchester Airport Group Funding PLC
(MAG, BBB/Negative) in terms of catchment area.

Compared with ADP's senior unsecured debt, Heathrow's class A and B
notes have stronger and more protective features, which explain
Heathrow's higher debt capacity for any given rating level.
Compared with Gatwick and MAG, Heathrow's bonds benefit from a
stronger revenue risk profile, justifying the rating
differentials.

Heathrow's class B is a notch below Gatwick as Heathrow's stronger
operations are offset by higher leverage. The HY notes at Heathrow
Finance plc have a lower rating due to deep structural
subordination and high leverage among peers.

RATING SENSITIVITIES

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

Class A notes: projected Fitch net debt/EBITDA above 8.0x on a
sustained basis.

Class B notes: projected Fitch net debt/EBITDA above 9.0x on a
sustained basis.

HY notes: projected Fitch net debt/EBITDA above 10.0x on a
sustained basis at consolidated group level or standalone liquidity
at Holdco level at below 24 months of debt service (principal and
interest).

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

Class A notes: projected Fitch net debt/EBITDA below 7.0x on a
sustained basis.

Class B notes: projected Fitch net debt/EBITDA below 8.0x on a
sustained basis.

HY notes: projected Fitch net debt/EBITDA below 9.0x on a sustained
basis at consolidated group level and standalone liquidity at
Holdco level at above 24 months of debt service (principal and
interest).

TRANSACTION SUMMARY

The transaction is Heathrow's ring-fenced financing. The class A
and B bonds are structured, secured and covenanted senior debt. The
HY bonds are structurally subordinated.

CREDIT UPDATE

Operational Performance

Heathrow's traffic recovery improved from 44% of the 2019 level in
January 2022 to 95% in February 2023 (compared with 24% for full
year 2021, 76% in 2022). This was supported by the relaxation of
international travelling rules since January 2022, including the
removal of all UK travel restrictions on 18 March 2022 and release
of pent-up demand.

Traffic recovery was driven by European traffic and other
international traffic, while domestic was slightly lagging. Closer
to the end-2022, business traffic started to catch up with leisure
traffic. During 4Q22, business travel reached 28% of overall
traffic, compared with 32% in the same period pre-pandemic.

Regulatory Update

The final decision on the tariff framework for 2022-2026 presented
by the regulator in March 2023 was largely in line with its
expectations. The 2023 charges increased to GBP31.3/pax from
GBP29.7/pax compared with the final proposal published in June
2022. The nominal charges per passenger will decline to GBP25.3 in
2026, featuring a flat yield profile in real terms of GBP21.0/pax
in 2024-2026. This is an equivalent to an average yield of
GBP26.8/pax in 2024-2026 (compared to GBP27.9/pax as per the final
proposal). The key driver of a lower price cap compared with the
final proposal is mostly expectation of faster traffic recovery.

The traffic risk sharing (TRS) mechanism introduced in the final
proposals is unchanged. The TRS purpose is to mitigate effect of
pandemic-like events or significant overperformance. TRS is set to
compensate lost revenue resulting from lower-than-expected
passenger volumes. The provision is credit positive in the long
term, given it sets a floor to the downside. However, Fitch sees
the overall effect on recoverability timing (up to 12 years) and
lower weighted average cost of capital (due to lower asset beta) as
insufficient to sustain a quick recovery in financial metrics
following a pandemic-like shock.

Liquidity

Heathrow maintained strong liquidity throughout the coronavirus
pandemic. It also retained strong market access, which Fitch
expects to support continued strong liquidity.

As of end-2022, cash and term deposits available to class A and B
notes were GBP1.8 billion, which adds to undrawn liquidity
facilities of GBP1.4 billion. This would be sufficient to cover
debt maturities until 2025 under the FRC. GBP1.2 billion cash
available at Heathrow Finance would itself be enough to service
debt until 2025, even assuming no cash is unstreamed from Heathrow
(SP) Limited.

FINANCIAL ANALYSIS

Under the FRC, Fitch assumes traffic in 2023 to recover to 87% of
2019 level and full gradual recovery by 2025. Aero-yield is assumed
as per the CAA's final decision price cap. Non-aero yield
significantly decreases due to the dilution effect of higher
numbers of passengers, lower capex in commercial offerings and
macroeconomic pressure on demand. As a result, Fitch forecasts
EBITDA to be at around GBP1.8 billion by 2025, compared with GBP1.9
billion in 2019.

Almost all investments related to the third runway expansion has
been deferred to beyond H7, meaning capex assumed under the Fitch
cases is more focused on maintenance. Fitch expects dividend
payments to ultimate shareholders within the forecast period, which
Fitch assumes will be subject to maintaining the current ratings on
the class A and B notes.

Fitch also ran additional sensitivities, testing a downside case
with a longer traffic recovery. The sensitivities demonstrate that
the issuer's credit profile would be impaired under the downside
case with metrics remaining elevated and returning to below the
rating thresholds only by 2026.

Summary of Financial Adjustments

Finance and operating leases are removed from financial
liabilities. Lease expenses are captured as an operating expense,
reducing EBITDA.

ESG CONSIDERATIONS

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

   Entity/Debt             Rating          Prior
   -----------             ------          -----
Heathrow Finance plc

   Heathrow Finance
   plc/Debt/3 LT        LT BB+  Affirmed     BB+

Heathrow Funding
Limited

   Heathrow Finance
   plc/Debt/1 LT        LT A-   Affirmed      A-

   Heathrow Finance
   plc/Debt/2 LT        LT BBB  Affirmed     BBB

   Heathrow Finance
   plc/Debt/5 LT        LT A-   Affirmed      A-

HELASTEL LTD: Bought Out of Administration by LHL Property
----------------------------------------------------------
Business Sale reports that Bristol-based IT consultancy and
software developer Helastel Ltd has been acquired out of
administration by Chippenham property services group LHL Property
Auditors.

The company fell into administration last month amid working
capital constraints and the impact of COVID-19, Business Sale
recounts.

Stephen Hobson and Lucinda Coleman of PKF Francis Clark were
appointed as joint administrators on March 31, subsequently
securing a sale of the business and its assets, Business Sale
relates.  Following its acquisition by LHL Property Auditors,
Helastel will be renamed illumo digital, Business Sale notes.

The company was founded in 2004 and provided IT consultancy
services to companies in the medical, finance, professional
services and manufacturing sectors, as well as to public sector and
charity organisations.

According to Business Sale, commenting on the company's
administration, Mark Roach, associate director of PKF Francis
Clark's Bristol business recovery team, said: "The company had
experienced a number of significant challenges in the last few
years, including working through COVID, but also working capital
constraints relating to several Russian customers who were unable
transfer funds to the UK due to recent international sanctions."

"We had been working with the company to find rescue options, which
concluded with the administration and sale of its business and
assets to the new owner, who took on all of the staff."

"Administration is always a last resort but we are pleased that in
this case the business and assets have survived along with the jobs
of so many highly skilled individuals," Business Sale quotes joint
administrator Stephen Hobson as saying.


VASHI: Goes Into Liquidation Following Court Ruling
---------------------------------------------------
Rebecca Butler at Professional Jeweller reports that London-based
luxury jeweller, Vashi, was forced into liquidation following a
court ruling on April 4, 2023.

The collapse will mean big trouble for Vashi's approximately 200
strong team of employees across its stores in Canary Wharf, the
City's Royal Exchange, Westfield, and Covent Garden, as well as at
its head office and manufacturing centre situated in London's West
End, Professional Jeweller states.

However, Vashi's downfall could mean even bigger trouble in the
months ahead for its shareholders -- including some of Britain's
top entrepreneurs and investors, Professional Jeweller notes.

The jeweller -- which operated stores in four key London locations
-- was taken to court by one of its landlords, Canary Wharf Group,
after the real estate company filed a winding-up petition,
Professional Jeweller relates.

The restructuring arm of management consulting company, Teneo, has
been called in to act as Vashi's liquidator, Professional Jeweller
discloses.

According to Professional Jeweller, one investor told Sky News that
Vashi's "shareholders now face the loss of their entire investment
in the business."

It is reported that the jeweller aimed to raise an additional GBP75
million at a GBP250 million valuation in 2022, Professional
Jeweller recounts.

This seed money was being sourced to fund the business's expansion
into the US market.

With Teneo handling the liquidation of Vashi, a full investigation
will be launched into the governance of the jeweller's parent
company, Diamond Manufacturing Ltd, as well as the conduct of the
company's directors, according to Professional Jeweller.


VIRGIN ORBIT: Commences Voluntary Chapter 11 Proceeding
-------------------------------------------------------
Virgin Orbit Holdings, Inc. and its U.S. subsidiaries, (the
"Company" or "Virgin Orbit"), a responsive space launch provider,
on April 4 disclosed that it commenced a voluntary proceeding under
Chapter 11 of the U.S. Bankruptcy Code ("Chapter 11") in the United
States Bankruptcy Court in the District of Delaware in order to
effectuate a sale of the business.  With the support of Virgin
Investments Limited in the form of debtor-in-possession ("DIP")
financing, Virgin Orbit intends to use the Chapter 11 process to
maximize value for its business and assets.

This announcement follows the Company's previous statement about
reducing its workforce due to an inability to raise sufficient
out-of-court capital to continue operating its business at the
current run-rate.

"The team at Virgin Orbit has developed and brought into operation
a new and innovative method of launching satellites into orbit,
introducing new technology and managing great challenges and great
risks along the way as we proved the system and performed several
successful space flights -- including successfully launching 33
satellites into their precise orbit. While we have taken great
efforts to address our financial position and secure additional
financing, we ultimately must do what is best for the business.  We
believe that the cutting-edge launch technology that this team has
created will have wide appeal to buyers as we continue in the
process to sell the Company.  At this stage, we believe that the
Chapter 11 process represents the best path forward to identify and
finalize an efficient and value-maximizing sale," said Dan Hart,
CEO of Virgin Orbit.

"I'm incredibly grateful and proud of every one of our teammates,
both for the pioneering spirit of innovation they've embodied and
for their patience and professionalism as we've managed through
this difficult time.  Today my thoughts and concerns are with the
many talented teammates and friends now finding their way forward
who have been committed to the mission and promise of all that
Virgin Orbit represents.  I am confident of what we have built and
hopeful to achieve a transaction that positions our Company and our
technology for future opportunities and missions."

To help fund the process and protect its operations, the Company
has received a commitment from Virgin Investments Limited for $31.6
million in new money DIP financing.  Upon approval from the
Bankruptcy Court, the DIP financing is expected to provide Virgin
Orbit with the necessary liquidity to continue operating as it
furthers the marketing process commenced pre-petition to sell the
Company and seek a value-maximizing transaction for the business
and its assets.

The Company is focused on a swift conclusion to its sale process in
order to provide clarity on the future of the Company to its
customers, vendors, and employees.  In the interim, Virgin Orbit
will continue operating in the ordinary course as a
"debtor-in-possession" under the jurisdiction of the bankruptcy
court and in accordance with the applicable provisions of the U.S.
Bankruptcy Code.  Virgin Orbit has filed customary motions
requesting that the Court authorize the Company's ability to its
use cash on hand and access the DIP financing to support this
process, including payment of remaining employee wages and benefits
without interruption.  The Company intends to pay suppliers and
vendors to the fullest extent possible pursuant to normal terms for
goods and services provided on or after the filing date.  The
Company is also committed to working with its customers as it tries
to find a buyer that will be able to continue to fulfill their
needs.

For more information about Virgin Orbit's Chapter 11 case, please
visit https://cases.ra.kroll.com/virginorbit/ or contact Kroll, the
Company's noticing and claims agent, at +1 833-570-5269 (Toll
Free), +1 646-440-4773 (International) or by e-mail at
VirginOrbitInfo@ra.kroll.com.

Virgin Orbit is represented by Latham & Watkins as restructuring
counsel, Young Conaway Stargatt & Taylor, LLP as local
restructuring counsel, Alvarez & Marsal as restructuring advisor,
and Ducera as investment banker.  Virgin Group is represented by
Davis Polk & Wardwell as restructuring counsel, Morris, Nichols,
Arsht & Tunnell as local restructuring counsel, and FTI Consulting
as financial advisor.

                      About Virgin Orbit

Virgin Orbit Holdings, Inc (Nasdaq: VORB) --
http://www.virginorbit.com-- operates one of the most flexible and
responsive space launch systems ever built. Founded by Sir Richard
Branson in 2017, the Company began commercial service in 2021, and
has already delivered commercial, civil, national security, and
international satellites into orbit.  Virgin Orbit's LauncherOne
rockets are designed and manufactured in Long Beach, California,
and are air-launched from a modified 747-400 carrier aircraft that
allows Virgin Orbit Holdings, Inc to operate from locations all
over the world in order to best serve each customer's needs.





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

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

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

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

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

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

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

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

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




                           *********


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

Troubled Company Reporter-Europe is a daily newsletter co-
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
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000.


                * * * End of Transmission * * *