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

                          E U R O P E

          Tuesday, April 18, 2023, Vol. 24, No. 78

                           Headlines



F R A N C E

EUROPCAR MOBILITY: Moody's Ups CFR to B2, Alters Outlook to Stable
PAPREC HOLDING: Fitch Publishes 'BB' LongTerm IDR, Outlook Stable


G E R M A N Y

EYEM: Files for Insolvency Proceedings in Charlottenburg
TAKKO FASHION: S&P Downgrades Ratings to 'CC' on Restructuring Deal


I R E L A N D

OCP EURO 2017-2: S&P Affirms 'B- (sf)' Rating on Class F Notes


I T A L Y

LOTTOMATICA SPA: S&P Places 'B' ICR on CreditWatch Positive


N E T H E R L A N D S

LOWLAND MORTGAGE 7: Moody's Assigns B2 Rating to EUR60MM E Notes


N O R W A Y

HURTIGRUTEN GROUP: Moody's Affirms 'Caa1' CFR, Outlook Now Stable


S P A I N

RURAL HIPOTECARIO I: Moody's Hikes EUR12.8MM D Notes Rating to Ba1


S W E D E N

SAS SAB: Won't Use Second Tranche of DIP Term Loan


T U R K E Y

PEGASUS HAVA: Fitch Hikes LongTerm IDRs to 'BB-', Outlook Negative


U N I T E D   K I N G D O M

CASTELL 2023-1: S&P Assigns Prelim B- (sf) Rating to F-Dfrd Notes
CPUK FINANCE: S&P Affirms 'B (sf)' Rating on Three Notes
JUST HYPE: Bought Out of Administration by Lux360, JHB2C
ROYAL QUAYS: Placed Into Receivership, Put Up for Sale
[*] UK: Belfast Bankruptcy Court Reopens to Winding-Up Petitions


                           - - - - -


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F R A N C E
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EUROPCAR MOBILITY: Moody's Ups CFR to B2, Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service has upgraded Europcar Mobility Group
S.A.'s (EMG or the company) corporate family rating to B2 from B3
and the probability of default rating to B2-PD from B3-PD.
Concurrently, Moody's has upgraded the rating on the backed senior
secured notes ("the fleet notes") due in 2026, issued by EC Finance
plc, to Ba3 from B1. The outlook on both EMG and EC Finance plc was
changed to stable from positive.

The rating action reflects a material improvement in revenue
generation and profitability in 2022, compared to 2021, with
Moody's adjusted EBITDA margin expected to increase to 37% in 2022,
coupled with expectations that the company will continue to
maintain Moody's adjusted EBITDA margin close to mid-30s (in
percentage terms) in 2023-2024, despite the progressive
normalization of business conditions and the high inflationary
environment. The upgrade also takes into account a prudent
financial policy, with a lack of dividend payments since the
breakout of the pandemic, which Moody's also expect to be followed
in 2023.

RATINGS RATIONALE

The upgrade of the CFR to B2 reflects the significant improvement
in revenue and profitability demonstrated in 2022, with Moody's
adjusted EBITDA margin expected to increase to 37%, from 32% in
2021. The B2 CFR also incorporates Moody's expectations that the
company will maintain solid profitability also in 2023-24, with
Moody's adjusted EBITDA margin ranging in the mid-30s (in
percentage terms),  on the back of (i) higher revenues per rental
day than pre-pandemic (albeit lower than 2022), with no meaningful
decrease in rental volumes, (ii) tight control of the fleet size,
despite the expected easing on car supply constraints, (iii)
largely stable utilization rates and (iv) optimization of the
network, with an increasing focus on most profitable points of
sale.

As a consequence of the forecasted normalization of business
conditions, following expectations of easing supply constraints of
car manufacturers, Moody's expects  EMG's annual corporate free
cash flow after interest to normalize and reduce towards EUR25-50
million per year in the next 18-24 months, compared to EUR341
million forecasted for 2022, with Moody's adjusted EBIT/ interest
expenses ranging 1.3x-1.5x in the same period and Moody's adjusted
debt/ EBITDA to remain below 4x (3.5x forecasted in 2022).

The B2 CFR is also supported by the fact that EMG has successfully
refinanced its corporate debt with a new EUR500 million term loan
and a new EUR280 million committed revolving credit facility (RCF),
thus pushing debt maturities to 2027.

At the same time, the B2 CFR is constrained by (i) EMG's very low
pre-tax income, also compared to rated peers, (ii) risks related to
the uncertain macroeconomic environment and discretionary consumer
spending over the next 18-24 months, which might negatively affect
EMG's performance and its ability to maintain a solid profitability
and positive free cash flow generation.

LIQUIDITY

Moody's views EMG's liquidity as adequate, supported by
expectations of a positive corporate cash flow from operation of
around EUR220-250 million per year in the next 18-24 months,
unrestricted cash of EUR313 million as of end 2022 (excluding cash
intended to finance the fleet) and the new committed RCF of EUR280
million.

Moody's also expects that around EUR120 million of cash at
operating companies (notably in non-euro currency countries) will
remain at operating companies to fund their day-to-day operations
and capex, but could be used by EMG to serve its corporate debt
under certain conditions. In particular, consent from local fleet
financing lenders could be required for this cash to be upstreamed,
if certain covenants are not met.

Moody's expect that cash will be used to finance increasing capex
spending (non-fleet related) of over EUR100 million a year,
targeted to support further development of IT systems, and debt
repayments related to the amortization of the state guaranteed
loans (EUR34 million a year).

RATING OUTLOOK

The stable outlook reflects Moody's expectations that the company
will maintain Moody's adjusted EBITDA margin close to mid-30s (in
percentage terms) per year in the next 18-24 months, despite less
favorable business conditions. The rating agency expects this to
translate into a debt/EBITDA ratio remaining below 4x and
EBIT/interest expenses ranging of 1.3x-1.5x, both on Moody's
adjusted basis. Moody's also expects the corporate free cash flow
after interest to remain sustainably positive and trend towards
EUR50 million over this period.

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

The rating could be upgraded if EMG successfully executes on its
strategy, with sustainably high revenues per rental day, and
demonstrates a tight control of the fleet size resulting in broadly
stable utilization rates. An upgrade would also require corporate
free cash flow after interest to exceed EUR50 million p.a.; Moody's
adjusted pre-tax income margin to exceed 5% and Moody's adjusted
EBIT/interest above 1.75x, all on a sustainable basis. To qualify
for upgrade the company would also need to maintain Moody's
adjusted debt/ EBITDA below 3.75x and a healthy liquidity.

The rating could be downgraded in case of deteriorating operating
performance, illustrated by significantly lower revenues per rental
day than expected or a meaningful decrease in fleet utilization
rates. A downgrade could also occur in case corporate free cash
flow after interest turns negative, or if Moody's adjusted pre
tax-income margin stays below 2%, or if Moody's adjusted
EBIT/interest decreases below 1.3x for a prolonged period of time.
A downgrade could also materialize in case Moody's adjusted debt
/EBITDA remains above 4.75x for a prolonged period of time, or if
the liquidity profile deteriorates.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Equipment and
Transportation Rental published in February 2022.

COMPANY PROFILE

Headquartered in France, EMG is the European leader in car rental
services, providing short-to-medium-term rentals of passenger
vehicles and light trucks to corporate, leisure and replacement
clients. It generated total revenues of around EUR3.1 billion in
2022. Since July 2022, a consortium composed by Volkswagen
Aktiengesellschaft's (VW), Attestor Limited and Pon Holdings B.V.
fully owns EMG. VW alone owns 66% of EMG's shares capital.

PAPREC HOLDING: Fitch Publishes 'BB' LongTerm IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has published French waste management operator Paprec
Holding SA's Long-Term Issuer Default Rating (IDR) of 'BB' with a
Stable Outlook and its two outstanding bonds' senior secured
ratings of 'BB+'/RR3.

The 'BB' IDR reflects Paprec's leading positioning in the French
recycling business, its increasing diversification in its waste
service offering and out of France with moderate commodity risk
exposure. It also factors in its expectation that funds from
operations (FFO) net leverage will average 3.7x throughout the
forecast horizon to 2026, supported by a positive operating
performance and strong commitment to maintain a financial policy of
net debt/EBITDA (as reported by Paprec) at around 3.0x.

The Stable Outlook reflects the resilience of Paprec's business to
the current inflationary environment through contractual
relationships and gross margin protection mechanisms as well as
strong growth prospects for the French recycling industry, which
supports long-term revenue visibility.

KEY RATING DRIVERS

Core Recycling Business: Paprec's revenues are split between waste
services (around 67% of 2022 revenue) and the sale of secondary raw
materials (33%). The largely contracted nature of its activities
and the granular and diversified customer base contribute to the
resilience of the business model, generating regular waste flows to
recycle and extract raw materials to sale. Recycling revenues are
mainly derived in France where the company has a good geographical
footprint, with sites close to customers, high quality
infrastructure and close relationships with key customers, which
create barriers to entry.

Compliance with Financial Policy: Paprec has a targeted capital
structure with net debt/EBITDA set at 3.0x, which it has
consistently achieved since 2021 on an M&A proforma basis.
Historically it had high leverage tolerance. The capital structure
has been supported by a EUR176 million equity injection in 2021 and
the issuance of a EUR150 million shares-convertible bond in March
2022.

The recent adherence to its policy and its forecast of FFO net
leverage averaging 3.7x in 2023-26 supports the rating. The
dividend policy has enough flexibility to accommodate the company's
growth appetite and targeted leverage.

More Integrated Service Offer: Paprec has moved from being a pure
recycling player to a more integrated waste service provider due to
multiple targeted bolt-on acquisitions in the last few years. Its
acquisitive stance since 2017 means the company has increased its
presence in municipal waste collection, landfilling and
waste-to-energy (WTE) activities, where it holds leading positions
in France.

Paprec is increasingly focusing on providing fee-based recurring
waste services to mitigate its exposure to the commodity price risk
of its recycling activity. Fitch expects the contribution of sales
of recycled raw material to gradually decline and represent around
28% of Paprec's revenue by 2026 (from 35% at end-2021).

Gross Profit Protection Mechanisms: Paprec mitigates the impact of
price volatility related to the sale of recycled raw materials by
minimising the time between waste collection and sale of recycled
materials to under one month. Furthermore, contracts with waste
producers to purchase waste include monthly indexation clauses
linked to raw material prices (mainly for paper), including
activation clauses to charge additional services fees in case
commodity prices decrease to certain levels. These provisions have
allowed the company to achieve stable margins, even in periods of
sudden prices changes and inflationary pressures, albeit with some
time lag.

Growing Waste-to-Energy Division: The integration of WTE
subsidiaries (Paprec Energies) acquired in 2021 have broaden
Paprec's activities in the waste management value chain and
provided a platform for further international expansion. In 2022,
Paprec Energies completed several acquisitions coming from CNIM
Group SA including engineering, procurement and construction
activities, which are expected to be a competitive advantage for
future tenders. Paprec Energies contributed EUR320 million of
revenues (14% of total) in 2022 and around EUR30 million EBITDA (8%
of total).

WTE operations are run through long-term contracts (up to 25 years)
with municipalities, which retain ownership of the assets and incur
the necessary capex. Fitch views WTE as a reasonably balanced
market that benefits from regulatory targets reducing landfill.

Regulation Supports Recycling: The recycling market is expected to
continue growing, driven by a favorable French and European
regulatory environment to promote a circular economy. A supportive
tax regime in France, with an increasing polluter-pays tax makes
solutions such as landfill or incineration less attractive. In
addition, more ambitious recycling rates and landfill reduction
targets increase the addressable market for the recycling business.
In France, recycling rates are above EU average. However, the
reduction of landfill remains behind EU targets.

Opportunistic M&A Strategy: Fitch expects Paprec to continue
targeting the integration of small players, mainly in France and
Spain, to enhance geographic coverage, exploit synergies, and
reinforce certain segments. The Fitch case includes M&A of EUR440
million for 2023-2026, with returns estimated at 6.0x above recent
transactions. The founding family and remaining shareholders are
committed to continue their growth/acquisition strategy as far it
is consistent with the 3.0x target.

More Challenging 2023: Paprec's revenues increased by 23% yoy in
2022, reaching EUR2.3 billion. The increase was supported by high
raw materials prices, largely in 1H22, services fees revaluation
and higher volumes mostly related to the integration of
acquisitions. Nonetheless, Fitch-adjusted EBITDA rose by only 2%,
affected by inflation, ongoing EPC construction works and higher
lease expenses.

Fitch forecasts 2023 EBITDA will be hit by a higher inflation
impact (mostly electricity prices and personal cost) coupled with
raw material prices declining. Fitch expects Paprec's growth
stance, with increased volumes from new tenders and fee-based
revenues, and contract indexation clauses will help moderate the
impact.

DERIVATION SUMMARY

Fitch views Seche Environnement S.A. (BB/Stable) and Derichebourg
S.A. (BB+/Stable) as Paprec's closest peers. The companies are
mid-size waste management players operating primarily in France.

Seche specialises in hazardous waste (HW) management, which is
subject to strict technical requirements that provide higher
barriers to entry and pricing power compared with Paprec's
lower-margin non-HW business. Paprec benefits from a more
diversified waste mix, service offering and lower counterparty risk
based on its higher share of revenues from public entities.
However, Paprec's recycling activities have higher business risk,
due to exposure to the primary commodity prices and the demand of
the manufactured goods for which it is a price taker. Overall,
Fitch views Seche's credit profile as marginally stronger than
Paprec's, given its value and margin-added service offering, as
well as its higher weight of fee-based revenues.

Derichebourg is a pure-play recycling specialist leading the metal
(ferrous and non-ferrous) recycling business in France and Spain.
Both Paprec and Derichebourg operate a dense network of collection
and processing sites; with Paprec benefiting from a more
diversified waste mix and service-offering, and Derichebourg having
a stronger presence outside France. Derichebourg's higher rating is
largely explained by its more conservative financial policy and
lower leverage.

Paprec also face competition in France from the integrated global
industry leaders Veolia Environnement S.A. (BBB/Stable) and Suez
S.A. Paprec is significantly smaller and lacks geographical and
sector diversification, as the company is not present in low-risk
water activities, which is credit positive for Veolia and Suez. The
difference in ratings between Paprec and Veolia reflects Paprec's
much weaker business profile, which is not entirely offset by its
slightly better financial profile.

The Spanish waste management operators Luna III S.a.r.l.
(BB/Stable) and FCC Servicios Medio Ambiente Holding, S.A.U. (FCC
MA; BBB-/Stable) operate under long-terms concession contracts with
municipalities, and are largely shielded from price risk, as
opposed to Paprec's significant exposure to merchant risk. Luna and
FCC MA benefit from low exposure to private industrial and
commercial customers and sound geographical diversification. The
stronger business profiles of Luna and FCC MA supports a materially
higher debt capacity than Paprec.

KEY ASSUMPTIONS

Its Key Assumptions within its Rating Case for the Issuer:

- Total volumes of waste processed growth at 2.7% CAGR 2022-2026

- Total volumes of raw materials recycled to grow at a 2.5% CAGR
2022-2026

- Raw material prices to gradually decline from EUR190/ton at 2022
to about EUR165/ton by 2026

- Prices for waste services to increase from EUR143/ton at 2022 to
EUR160/ton by 2026

- Average EBITDA (excluding IFRS16) margin of 10% for 2023-26

-Total capex of EUR670 million for 2023-26

- Bolt-on acquisitions of about EUR440 million on average up to
2026 at a 6.0x enterprise value/EBITDA multiple

- EUR150 million convertible bond converted into equity in 2023.

RATING SENSITIVITIES

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

- FFO net leverage below 3.3x (or EBITDA net leverage below 2.8x)

- FFO interest coverage above 4.5x

- improved profitability reflected in a sustained EBITDA margin
above 12%

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

- FFO net leverage above 4.0x (or EBITDA net leverage above 3.5x)
and FFO interest coverage below 3.5x and consistently negative FCF

- Increasing margin volatility due to changes of in the structure
of contracts, especially regarding indexation to raw material price
evolution

- Deviations from the more conservative financial policy to fund
additional acquisitions and dividends

LIQUIDITY AND DEBT STRUCTURE

Healthy Liquidity: At December 2022, Paprec had readily available
cash (after Fitch's adjustments) of EUR439 million (including
EUR113 million of short-term deposits) and an available revolving
credit facility of EUR230 million maturing in 2024. Available
liquidity is sufficient to cover the debt maturities, including a
French state guaranteed loan (PGE) loan repayment in 2023 and
negative FCF (after acquisitions and divestitures) in the next 24
months.

'BB+'/RR3 Senior Secured Debt: The ratings on Paprec's EUR575
million and EUR450 million senior secured bonds due in 2025 and
2028 are notched up once from the IDR as bondholders benefit from a
collateral on a first-priority basis on the securities and pledges
on bank accounts and intercompany financial receivables of Paprec's
group. Issuer and guarantors generate around 57% of the group's
EBITDA, which is lower than similar transactions (usually
representing around 80% of the consolidated EBITDA).

ISSUER PROFILE

Paprec is a majority family-owned waste recycling player in France
with leading position in key segments in terms of tons of waste
processed across multiple industrial sectors and municipalities.
The company manages 251 waste sorting, processing and recycling
sites and 22 landfills in France and recycled approximately 14.9
million tons of waste during 2022.

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   
   -----------             ------        --------   
Paprec Holding SA   LT IDR BB  Publish

   senior secured   LT     BB+ Publish     RR3



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G E R M A N Y
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EYEM: Files for Insolvency Proceedings in Charlottenburg
--------------------------------------------------------
Dan Taylor at Techeu reports that EyeEm has filed for insolvency
proceedings with the Charlottenburg district court following its
acquisition by Talenthouse AG.

EyeEm shareholders sold the company for approximately US$40 million
to the listed Swiss investment company New Value AG in mid-2021,
Techeu recounts.  Since the end of 2021, formerly known as New
Value AG has been trading as Talenthouse AG, Techeu notes.

Clare McKeeve (CEO of Talenthouse) and Scott Lanphere (Chief
Corporate Development Officer) left the company after a Board of
Directors mandated review of the platform's business, Techeu
relates.

According to Techeu, in the summer of 2022 popular freelance
photographer forums start to see similar warnings and questions
arising.  "Anyone else not yet been paid from EyeEm?", with one
early poster noting that her payments were now two months in
arrears and others stating "I also believe that the agency is at
the end."

Sensing where the tide was headed, Talenthouse AG issued a
statement regarding payments citing:

"Over the last few months we have navigated listing the business on
the SIX Swiss Exchange and acquired several businesses into the
group.  Throughout the quieter summer months we started the process
of centralising our accounting and cash management systems and
restructuring our newly merged finance teams.  This is an arduous
process and challenge, yet it will better facilitate timely
payments to our global Creatives"

And:

"Capital markets are also severely impacted by global events,
further impacting operations here at Talenthouse.
In the meantime we are making manual payments to all our Creatives
with outstanding balances."

And:

"When we floated the business, one of the initiatives we embarked
upon was a custody account (known as a safeguarding account, in
financial terms) for all Creative payments, allowing immediate
access to funds earned. Getting that in place is a complicated
endeavour given the diversity of local regulatory requirements we
have to navigate.  We will be raising capital specifically to fund
Creative payments in advance for those who need immediate access to
their hard-earned money."


TAKKO FASHION: S&P Downgrades Ratings to 'CC' on Restructuring Deal
-------------------------------------------------------------------
S&P Global Ratings lowered to 'CC' from 'CCC-' all its ratings on
Takko Fashion Sarl and its outstanding debt obligations.

The negative outlook reflects S&P's expectations that it will lower
its ratings upon completion of the transaction.

The downgrade follows Takko's announcement of a restructuring
transaction. On April 10, 2023, Takko has announced that it had
reached an agreement for a refinancing transaction with existing
shareholders Apax, bondholders, and banks. The proposed transaction
will reinstate EUR300 million of senior secured notes as a term
loan maturing November 2026 and extend maturities on the existing
EUR80 million Term Loan B, alongside its EUR175 million letters of
credit and EUR13 million ancillary facility, to May 2026. The
transaction implies a debt write-off of about EUR250 million at the
Takko Fashion level, although we note EUR100 million in debt will
be reinstated as a PIK facility from the new future holding company
of Takko Fashion GmbH. As compensation for the debt write-off, the
three main creditors of the notes, Silver Point Capital, Napier
Park, and AlbaCore, would take control of Takko GmbH in place of
Apax upon closing of the transaction, which is still conditional on
approval from the European Competition Authority. Apax would retain
a minority stake.

S&P said, "We view the proposed transaction as distressed, and we
will treat it as tantamount to default upon completion. The
reinstatement of EUR300 million senior secured notes as term loan
will be accompanied by an extension of the maturity to November
2026 and the implementation of a 'pay if you can' interest rate
feature of up to 8.75%, in addition to a fixed coupon of 3.75%. The
transaction also implies the maturity extension of the EUR80
million Term Loan B (for which the margin will increase by 150
basis points), EUR175 million letters of credit facility, and EUR13
million ancillary facility to May 2026. While the coupon of the
letters of credit facility will increase by 200 basis points, the
ancillary facility's interest rate margin will be converted into a
fixed coupon and reduced by 225 basis points, and its absolute
amount reduced by EUR2.0 million to EUR13 million. Despite these
lender compensations, in our view, the proposed transaction is
tantamount to default because noteholders will receive less than
originally promised. Moreover, without the successful completion of
the transaction, we view the group as exposed to liquidity
shortfall over the next three months as the company faces the
imminent maturity of its debt obligations. We consider therefore
the proposed transaction as distressed rather than opportunistic,
and we expect to lower our long-term issuer credit rating at
transaction closing.

"The negative outlook reflects our expectations that we will lower
our issuer credit rating on Takko Fashion to 'D' (default) or 'SD'
(selective default) and the issue rating on the senior secured
notes to 'D' upon transaction closing."

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




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I R E L A N D
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OCP EURO 2017-2: S&P Affirms 'B- (sf)' Rating on Class F Notes
--------------------------------------------------------------
S&P Global Ratings raised its credit ratings on OCP Euro CLO 2017-2
DAC's class B notes to 'AA+ (sf)' from 'AA (sf)', class C notes to
'AA (sf)' from 'A (sf)', class D notes to 'A- (sf)' from 'BBB
(sf)', and class E notes to 'BB+ (sf)' from 'BB (sf)'. At the same
time, S&P affirmed its 'AAA (sf)' rating on the class A notes and
its 'B- (sf)' rating on the class F notes.

The rating actions follow the application of its relevant criteria
and S&P's credit and cash flow analysis of the transaction based on
the March 2023 trustee report.

Since closing:

-- The pool's overall credit profile has improved on account of
the reduced weighted-average life of the portfolio offsetting a
slight reduction in overall credit quality.

-- The portfolio is considerably more diversified compared with at
closing (the number of performing obligors has increased to 140
from 90).

-- The portfolio's weighted-average life has decreased to 3.52
years from 5.92 years.

-- The percentage of 'CCC' rated assets has increased to 1.12%
from zero.

-- Despite a more concentrated portfolio the scenario default
rates (SDRs) have decreased for all rating scenarios, mainly due to
the portfolio's lower weighted-average life.

  Table 1

  Transaction Key Metrics

                         AS OF THE MARCH 2023 TRUSTEE REPORT

  SPWARF                                        2680.84

  Default rate dispersion                        660.77

  Weighted-average life (years)                    3.47

  Obligor diversity measure                      102.77

  Industry diversity measure                      23.12

  Regional diversity measure                       1.38

  Total collateral amount (mil. EUR)*            418.74

  Defaulted assets (mil. EUR)                      0.00

  Number of performing obligors                     140

  Portfolio weighted-average rating                   B

  'AAA' SDR (%)                                   54.47

  'AAA' WARR (%)                                  36.65

*Performing assets plus cash and expected recoveries on defaulted
assets.
SPWARF--S&P Global Ratings' weighted-average rating factor.
SDR--scenario default rate.
WARR--Weighted-average recovery rate.

On the cash flow side:

-- The reinvestment period ended in January 2022. The class A
notes have only deleveraged by EUR3.077 million since then. This
has not been sufficient to increase the available credit
enhancement for all classes of notes on account of the almost EUR3
million of observed losses.

-- No class of notes is deferring interest.

-- All coverage tests are passing as of the January 2023 trustee
report.

  Table 2

  Credit Analysis Results

  CLASS   CURRENT AMOUNT   CREDIT ENHANCEMENT       CREDIT
           (MIL. EUR)      AS OF THE JANUARY 2023   ENHANCEMENT
                           TRUSTEE REPORT(%)     AT CLOSING(%)

  A          242.32             42.13               42.26

  B           59.20             27.99               28.33

  C           26.20             21.74               22.16

  D           22.30             16.41               16.92

  E           24.10             10.65               11.25

  F           13.20              7.50                8.14

  Sub          6.80               N/A                 N/A

Credit enhancement = [Performing balance + cash balance + recovery
on defaulted obligations (if any) – tranche balance (including
tranche balance of all senior tranches)]/ [Performing balance +
cash balance + recovery on defaulted obligations (if any)].
N/A--Not applicable.

S&P said, "In our view, the portfolio is more diversified across
obligors, industries, and asset characteristics than at closing.
The aggregate exposure to the top 10 obligors is now 17.57%.

"Based on the improved SDRs and higher portfolio weighted-average
recovery we raised our ratings on the class B, C, D and E notes as
the available credit enhancement is now commensurate with higher
levels of stresses. At the same time, we affirmed our ratings on
the class A and F notes.

"Our cash flow analysis indicated higher ratings than those
currently assigned for the class B, C, D, E, and F notes. However,
we considered that the manager has and may still reinvest
unscheduled redemption proceeds and sale proceeds from
credit-impaired and credit-improved assets (such reinvestments,
rather than repayment of the liabilities, may therefore prolong the
note repayment profile for the most senior class of notes). We also
considered the current macroeconomic conditions.

"In our view, the portfolio is granular, and well-diversified
across obligors, industries, and asset characteristics compared to
other CLO transactions we have recently rated. Hence, we have not
performed any additional scenario analysis."

Counterparty, operational, and legal risks are adequately mitigated
in line with S&P's criteria.

Following the application of S&P's structured finance sovereign
risk criteria, it considers the transaction's exposure to country
risk to be limited at the assigned ratings, as the exposure to
individual sovereigns does not exceed the diversification
thresholds outlined in its criteria.

OCP Euro CLO 2017-2 DAC is a cash flow CLO transaction that
securitizes leverage loans and is managed by Onex Credit Partners,
LLC.




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I T A L Y
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LOTTOMATICA SPA: S&P Places 'B' ICR on CreditWatch Positive
-----------------------------------------------------------
S&P Global Ratings placed all its ratings on Lottomatica SpA, and
its instruments on CreditWatch with positive implications.

S&P also assigned a 'B' issuer credit rating to the intermediate
holding company, Lottomatica Group SpA (previously named Gamma
Midco SpA), given this is the entity that filed for the IPO.

On April 13, Italy-based gaming operator Lottomatica Group SpA,
parent of Lottomatica SpA, announced the launch of an IPO on the
Euronext Milan Stock Exchange.

S&P said, "We aim to resolve the CreditWatch placement when the IPO
closes and Gamma Bondco repays the EUR400 million PIK notes as
planned, with rating upside likely at one notch, depending on the
group's capital structure and financial policy after the
transaction.

"EBITDA growth and the planned IPO will reduce Lottomatica's
adjusted leverage to 3.5x in 2023, from 5.3x in 2022 (when
excluding Gamma's margin loan). The IPO proceeds will be used to
repay Gamma Bondco's EUR400 million PIK notes and to reduce
Lottomatica's net financial debt by a further EUR100 million. The
redemption of the PIK notes, which we include in our calculation of
adjusted debt, together with the expected growth in EBITDA, would
reduce 2023 S&P Global Ratings-adjusted leverage to 3.5x in 2023
and 3.1x in 2024, down from 5.4x in 2022. Leverage would be 4.5x in
2023 and 4.1x in 2024 when including Gamma Topco's EUR500 million
margin loan into our adjusted debt. In addition, the company will
have a new EUR1.1 billion senior secured bridge to potentially
cover its EUR1.215 billion 2025 senior secured notes and a new
EUR350 million senior secured revolving credit facility (RCF). We
understand the bridge facility is expected to remain undrawn and to
be taken out by a future bond issuance of EUR1.1 billion to
refinance the 2025 notes, extending their maturity to 2028. This
transaction would lower S&P Global Ratings-adjusted debt by a
further EUR115 million and reduce leverage by an additional 0.2x.

"We would likely include Gamma's Topco's margin loan into our debt
adjusted metrics.At the time of the IPO, Gamma Topco, Lottomatica's
holding company, intends to pledge its remaining stake in the
company to enter a three-year margin loan of up to EUR500 million,
expected to be repaid with future secondary share sales. Gamma
Topco is outside of Lottomatica's restricted group and we
understand the margin loan will be non-recourse to the listed
entity. That said, we cannot exclude potential negative
implications to Lottomatica and its creditors if its share price
suffers a sharp drop. For this reason, upon review of its terms and
conditions, we would likely include the margin loan and its
expected interest expenses in our adjusted metrics. When including
the margin loan, S&P Global Ratings-adjusted leverage increases by
1.0x.

"We expect Lottomatica will adopt a more conservative financial
policy after the IPO. Lottomatica has stated that, after the IPO,
it will target long-term net leverage of 2.0x-2.5x, compared with a
run-rate net leverage of 2.7x as of Dec. 31, 2022, pro forma the
acquisition of Betflag. We estimate this should correspond to our
adjusted 3.0x-3.5x leverage (excluding the margin loan). Our
adjusted debt includes gross financial debt plus leases and pension
liabilities, and our adjusted EBITDA is net of some nonrecurring
and capitalized development costs. Moreover, after the IPO
Lottomatica will gain a more diverse shareholder base, with a
minimum free float of 25%, reducing Apollo's ownership to 75% or
less. This could, if confirmed by the capital structure after the
IPO, lead us to revise our assessment of Lottomatica's financial
policy, which is currently constrained by the company's full
private-equity ownership. That said, we note that Apollo will
remain the controlling shareholder over the medium term, and we
cannot exclude future transformative acquisitions, given the
company's track record and intention to continue growing,
eventually into other regulated European markets.

"Consistent growth, improved diversification, and profitability led
us to revise our assessment of Lottomatica's business risk profile
to fair from weak.In 2022, Lottomatica reported EUR1.408 billion of
total revenue and income and about EUR405 million of S&P Global
Ratings-adjusted EBITDA, corresponding to an EBITDA margin of 29%.
This compares with EUR624 million revenue, EUR72 million adjusted
EBITDA, and an 11.5% adjusted EBITDA margin in 2017, underlying the
group's strong track record of growth and profitability
improvement. Growth was mostly driven by mergers and acquisitions,
as the group went through various bolt-on and transformative
acquisitions, mostly debt funded. These included Intralot, Goldbet,
IGT's Italian unit in 2021, and Betflag in 2022. Acquisitions also
allowed the group to diversify away from gaming machines, expanding
into the rapidly growing and more profitable sports franchise and
online segments. In 2022, sports franchise contributed 22% of
reported EBITDA and online to 42%. With a leading market position
in Italy in both the online and retail segments, we think
Lottomatica is well positioned to continue to capture growth in the
market.

"Our rating will remain constrained by regulatory uncertainty in
Italy, including around future concession renewals. This highlights
the risks related to Lottomatica's exposure to a single country.
The group's betting concessions expired in 2016, and have been
renewed annually since then, for an annual fee that is now fixed at
about EUR25 million per year in 2023-2024. Gaming machine
concessions are extended for a fee of EUR19 million in 2023 and
EUR38 million in 2024. In our base case, we assume the government
will continue to extend the group's licenses annually. However, we
cannot exclude the possibility that the government will instead
launch a tender to grant nine-year concessions starting in 2025,
which would cost Lottomatica an upfront renewal fee of about EUR450
million. This could have a significant impact on the group's
liquidity position. Historically, the Italian regulatory regime has
been supportive of the gaming industry. However, future regulatory
developments are difficult to predict and any adverse change in
taxes, renewal fees, minimum payouts, or restrictions in the number
of gaming machines or on online activity could materially depress
the company's revenue, profitability, cash flow generation, and
liquidity.

"We aim to resolve the CreditWatch placement when the IPO closes
and Gamma Bondco repays the EUR400 million PIK notes as planned.
The rating upside would likely be one notch, but will ultimately
depend on the group's capital structure and financial policy after
the transaction's close."

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

S&P said, "Social factors are a moderately negative consideration
in our credit rating analysis of Lottomatica. Like most gaming
companies, Lottomatica is exposed to regulatory and social risks
and the associated costs related to increasing player health and
safety measures, prevention of money laundering, and changes to
gaming taxes and laws. We think Lottomatica's exposure to a single
regulatory regime accentuates these risks. Governance factors are a
moderately negative consideration, as is the case for most rated
entities controlled by private-equity sponsors. We believe the
company's highly leveraged financial risk profile points to
corporate decision-making that prioritizes the interests of the
controlling owners. This also reflects generally finite holding
periods and a focus on maximizing shareholder returns."




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LOWLAND MORTGAGE 7: Moody's Assigns B2 Rating to EUR60MM E Notes
----------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to Notes
issued by Lowland Mortgage Backed Securities 7 B.V.:

EUR7,560M Class A Mortgage-Backed Fixed Rate Notes 2023 due April
2060, Assigned Aaa (sf)

EUR156M Class B Mortgage-Backed Notes 2023 due April 2060,
Assigned Aa3 (sf)

EUR120M Class C Mortgage-Backed Notes 2023 due April 2060,
Assigned A1 (sf)

EUR104M Class D Mortgage-Backed Notes 2023 due April 2060,
Assigned Baa1 (sf)

EUR60M Class E Mortgage-Backed Notes 2023 due April 2060, Assigned
B2 (sf)

RATINGS RATIONALE

The Notes are backed by a 5-years revolving pool of Dutch
residential mortgage loans originated by de Volksbank N.V. ("de
Volksbank"; rated A2 /P-1; Aa3(cr)/P-1(cr)) that acts also as
servicer of the portfolio. This securitisation continues the series
of Lowland transactions sponsored by de Volksbank N.V. At the pool
cut-off date of February 28, 2023, the portfolio consists of 79,290
loan parts with a total principal balance of approximately
EUR8,000M.

The ratings are primarily based on the credit quality of the
portfolio, the structural features of the transaction and its legal
integrity.

According to Moody's, the transaction benefits from various credit
strengths such as a granular and seasoned portfolio and material
excess spread. However, Moody's notes that the transaction features
some credit weaknesses such as the absence of reserve fund
(although a cash advance facility is in place to mitigate liquidity
concerns) and a long revolving period. Various mitigants have been
included in the transaction structure such as performance triggers
which will stop the revolving period if pool performance
deteriorates.

Moody's determined the portfolio lifetime expected loss of 0.70%
and Aaa MILAN credit enhancement ("MILAN CE") of 7.6% related to
borrower receivables. The expected loss capture Moody's
expectations of performance considering the current economic
outlook, while the MILAN CE captures the loss Moody's expect the
portfolio to suffer in the event of a severe recession scenario.
Expected losses and MILAN CE are parameters used by Moody's to
calibrate its lognormal portfolio loss distribution curve and to
associate a probability with each potential future loss scenario in
the ABSROM cash flow model to rate RMBS.

Portfolio expected loss of 0.70%: This is in line with the Dutch
RMBS sector and is based on Moody's assessment of the lifetime loss
expectation for the pool taking into account: (i) the average
performance of originator's book and prior securitisations; (ii)
benchmarking with comparable transactions in the Dutch RMBS market;
(iii) the current economic conditions in the Netherlands; and
historical recovery data of foreclosures received from the seller.

MILAN CE of 7.6%: This is in line with the Dutch RMBS sector
average and follows Moody's assessment of the loan-by-loan
information taking into account the following key drivers: (i) the
percentage of the NHG-guaranteed loans (23.06%) which can reduce
during the replenishment period to 20.0% (ii) the replenishment
period of five years during which there is a risk of deterioration
in pool quality through the addition of new loans; (iii) Moody's
calculated weighted average current loan-to-market value of (LTMV)
of 72.98% which is in line with the LTMVs observed in other Dutch
RMBS transactions; and (iv) the proportion of interest-only loan
parts (39.99%); and (v) the weighted average seasoning of 4.6
years.

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 that may cause an upgrade of the ratings of the Notes
include significantly better than expected performance of the pool
together with an increase in credit enhancement of Notes.

Factors that may lead to a downgrade of the ratings of the Notes
include, significantly higher losses compared to Moody's
expectations at closing, due to either a significant, unexpected
deterioration of the housing market and the economy, or performance
factors related to the originator and servicer.



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N O R W A Y
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HURTIGRUTEN GROUP: Moody's Affirms 'Caa1' CFR, Outlook Now Stable
-----------------------------------------------------------------
Moody's Investors Service has affirmed Hurtigruten Group AS's Caa1
corporate family rating and Caa1-PD probability of default rating.
Concurrently, Moody's affirmed the Caa1 backed senior secured
instrument ratings (i) of Hurtigruten's bank credit facilities,
comprising a EUR655 million backed senior secured term loan B (TLB)
and an EUR85 million backed senior secured revolving credit
facility (RCF), and (ii) of the EUR300 million backed senior
secured notes issued by Hurtigruten's indirect subsidiary Explorer
II AS. The outlook on both entities was changed to stable from
negative.

RATINGS RATIONALE

The rating action reflects Hurtigruten's strengthened liquidity
profile following (i) the refinancing of term loan maturities due
June 2023, totaling EUR176.5 million with net proceeds from a new
5-year senior secured facility, as announced on April 4[1], (ii)
the successful two-year maturity extension of rated bank credit
facilities[2], which partially addresses the company's maturity
wall in 2025 and (iii) the receipt of additional EUR80 million
equity funding from shareholders. The outlook stabilisation also
reflects Moody's expectation that Hurtigruten's earnings will
gradually recover in 2023-24 to moderately exceed pre-pandemic
levels, supported by pent-up travel demand and continued focus on
rising net cruise yields.

Nevertheless, Moody's weighs these factors against (i) some
enduring uncertainty around the magnitude of recovery in cruise
travel demand, given the weakened European economic environment and
particularly in Hurtigruten's key source markets Germany (Aaa
stable) and the United Kingdom (Aa3 negative); (ii) Hurtigruten's
debt quantum of EUR1.4 billion, which is 40% higher than
pre-pandemic levels and carries an estimated average interest rate
of around 9% and (iii) prolonged negative free cash flow (FCF)
generation. As a result, Moody's expects Hurtigruten's
forward-looking financial metrics to remain weak, including gross
leverage (Moody's-adjusted) remaining elevated at around 8x – 9x
as well as interest cover (in EBITA terms) to remain low at around
0.7-0.8x through 2025, constraining the company's CFR at the Caa1
level.

The Caa1 CFR continues to reflect Hurtigruten's (1) modest scale in
comparison to the global cruise market; (2) high operational
leverage, given the high fixed-cost structure; (3) historic
volatility in earnings, attributable to inherently seasonal
activities, exposure to volatility in bunker fuel prices and
foreign currency movements and (4) high risk appetite. More
positively, the rating incorporates Hurtigruten's well-established
position and differentiated offer in the niche Norwegian and
expedition cruise markets.

LIQUIDITY

Hurtigruten's liquidity is adequate. On a pro forma basis, the
company had EUR104 million of unrestricted cash as of December 31,
2022 but no access to committed external sources of liquidity after
the planned conversion of the EUR85 million backed senior secured
revolving credit facility (RCF) into a term loan. Available cash
and a more manageable debt maturity profile shall grant good
headroom under the EUR25 million minimum liquidity covenant in the
next 12-18 months despite the projected negative FCF generation
over the same period.

ESG CONSIDERATIONS

Governance risk considerations are material to the rating action.
Debt-related transactions recently concluded improve the company's
liquidity position, however, Moody's considers the late refinancing
of near-term debt maturities as well as high debt load resulting
from the amend and extend transaction as a reflection of the
company's aggressive financial strategy and risk management
policies.

STRUCTURAL CONSIDERATIONS

The Caa1 rating of both the EUR655 million backed senior secured
TLB and the EUR85 million backed senior secured RCF (to be
converted into a term loan) is in line with Hurtigruten's CFR.
These facilities benefit from guarantees from guarantor
subsidiaries, representing not less than 85% of the group EBITDA
and are secured by substantially all assets of the group. The
EUR300 million backed senior secured bond issued by Explorer II AS
is also rated Caa1, because it is a secured obligation of the
company, albeit on a different asset pool compared to that of the
term loans. Moody's views such structures ranking as pari passu
from a waterfall analysis' perspective.

OUTLOOK

The stable rating outlook reflects Hurtigruten's adequate liquidity
and Moody's expectation of a gradual recovery in the company's
performance, leading to debt/EBITDA of around 9.0x by year-end
2023.

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

Hurtigruten's ratings could be upgraded if operating performance
recovers to levels that support gross leverage at or below 7.0x and
interest cover in excess of 2.0x (on an EBITDA basis), while
liquidity remains adequate.

Conversely, Moody's could downgrade Hurtigruten's ratings if its
liquidity deteriorates or leverage fails to improve towards more
sustainable levels.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Hurtigruten is a Norwegian cruise ship operator that offers cruises
along the Norwegian coast, expedition cruises and land-based Arctic
experience tourism in Svalbard. In 2022, Hurtigruten reported
revenues of EUR577 million (2021: EUR223 million) and
company-defined adjusted EBITDA of EUR46 million (2021: negative
EUR107 million).



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

RURAL HIPOTECARIO I: Moody's Hikes EUR12.8MM D Notes Rating to Ba1
------------------------------------------------------------------
Moody's Investors Service has upgraded and affirmed the ratings of
Notes in RURAL HIPOTECARIO GLOBAL I, FTA and RURAL HIPOTECARIO
VIII, FTA. The upgrades reflect better than expected collateral
performance and increased levels of credit enhancement for the
affected Notes. Moody's affirmed the ratings of the notes that had
sufficient credit enhancement to maintain their current ratings.

Issuer: RURAL HIPOTECARIO GLOBAL I, FTA

EUR1008.1M Class A Notes, Affirmed Aa1 (sf); previously on Jun 21,
2022 Affirmed Aa1 (sf)

EUR36.3M Class B Notes, Upgraded to Aa3 (sf); previously on Jun
21, 2022 Upgraded to A3 (sf)

EUR8M Class C Notes, Upgraded to Baa1 (sf); previously on Jun 21,
2022 Upgraded to Ba1 (sf)

EUR12.8M Class D Notes, Upgraded to Ba1 (sf); previously on Jun
21, 2022 Upgraded to Ba3 (sf)

Issuer: RURAL HIPOTECARIO VIII, FTA

EUR802.4M Class A2a Notes, Affirmed Aa1 (sf); previously on May
22, 2019 Affirmed Aa1 (sf)

EUR350M Class A2b Notes, Affirmed Aa1 (sf); previously on May 22,
2019 Affirmed Aa1 (sf)

EUR27.3M Class B Notes, Affirmed Baa1 (sf); previously on May 22,
2019 Downgraded to Baa1 (sf)

EUR15.6M Class C Notes, Upgraded to Ba1 (sf); previously on May
22, 2019 Affirmed Ba2 (sf)

EUR7.2M Class D Notes, Upgraded to B1 (sf); previously on May 22,
2019 Affirmed Caa2 (sf)

RATINGS RATIONALE

The rating action is prompted by key decreased 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:

The performance of the transactions has continued to be stable
since the last rating action. Total delinquencies have decreased in
the past year, with 90 days plus arrears of RURAL HIPOTECARIO
Global I, FTA and RURAL HIPOTECARIO VIII, FTA currently standing at
0.58% and 0.36% of current pool balance. Cumulative defaults
currently stand at 2.30% and 2.20% of original pool balance
respectively and remain broadly unchanged from a year earlier.

Moody's decreased the expected loss assumption of RURAL HIPOTECARIO
Global I, FTA and RURAL HIPOTECARIO VIII, FTA to 1.98% and 1.94% as
a percentage of current pool balance due to the good performance.
The revised expected loss assumption for both deals corresponds to
1.06% as a percentage of original pool balance for both
transactions.

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
of RURAL HIPOTECARIO GLOBAL I, FTA to 7.1% from 8.9% and of RURAL
HIPOTECARIO VIII, FTA to 7.2% from 10.0%.

Increase in Available Credit Enhancement

For RURAL HIPOTECARIO GLOBAL I, FTA, sequential amortization and
the non-amortizing reserve fund led to the increase in the credit
enhancement available in this transaction. For instance, the credit
enhancement for Class A notes increased to 20.54% from 18.5% since
the last rating action.

For RURAL HIPOTECARIO VIII, FTA, the non-amortizing reserve fund
led to the increase in the credit enhancement available since the
last rating action. For instance, the credit enhancement for Class
A increased to 12.01% from 11.79% 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 Class B and D notes ratings in RURAL HIPOTECARIO VIII, FTA are
constrained by the exposure under the swap.

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 and (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
===========

SAS SAB: Won't Use Second Tranche of DIP Term Loan
--------------------------------------------------
Louise Breusch Rasmussen at Reuters reports that SAS will not be
using the second tranche of its US$700 million debtor-in-possession
(DIP) term loan in the second quarter of the year, due to stronger
than expected development of the airline's liquidity, the airline
said on April 17.

According to Reuters, SAS may, depending on the development of its
liquidity, continue discussions with Apollo regarding access to the
second tranche of the DIP term loan at a later stage of the Chapter
11 process.

The airline will continue to pursue other financing initiatives
that could boost its liquidity at a lower cost than a near-term use
of the second tranche of the DIP term loan, Reuters discloses.

                  About Scandinavian Airlines

SAS SAB, Scandinavia's leading airline, with main hubs in
Copenhagen, Oslo and Stockholm, is flying to destinations in
Europe, USA and Asia. Spurred by a Scandinavian heritage and
sustainable values, SAS aims to be the global leader in sustainable
aviation. The airline will reduce total carbon emissions by 25% by
2025, by using more sustainable aviation fuel and its modern fleet
with fuel-efficient aircraft.  In addition to flight operations,
SAS offers ground handling services, technical maintenance and air
cargo services. SAS is a founder member of the Star Alliance, and
together with its partner airlines offers a wide network worldwide.
On the Web: https://www.sasgroup.net

SAS AB and its subsidiaries, including Scandinavian Airlines
Systems Denmark-Norway-Sweden and Scandinavian Airlines of North
America Inc., sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10925) on July 5,
2022. In the petition filed by Erno Hilden, as authorized
representative, SAS AB estimated assets between $10 billion and $50
billion and liabilities between $1 billion and $10 billion.

Judge Michael E Wiles oversees the cases.

The Debtors tapped Weil, Gotshal & Manges, LLP as global legal
counsel; Mannheimer Swartling Advokatbyra AB as special counsel;
FTI Consulting, Inc. as financial advisor; and Seabury Securities,
LLC and Skandinaviska Enskilda Banken AB as investment bankers.
Seabury is also serving as restructuring advisor. Kroll
Restructuring Administration, LLC is the claims agent and
administrative advisor.





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

PEGASUS HAVA: Fitch Hikes LongTerm IDRs to 'BB-', Outlook Negative
------------------------------------------------------------------
Fitch Ratings has upgraded Pegasus Hava Tasimaciligi A.S.'s
(Pegasus) Long-Term Foreign- and Local-Currency Default Ratings
(IDRs) to 'BB-' from 'B+'. The Negative Outlooks on the IDRs mirror
that on the sovereign ratings. The Foreign-Currency IDR exceeds
Turkiye's Country Ceiling of 'B' by two notches.

The upgrade reflects its expectation that Pegasus will maintain the
operating performance it achieved in 2022, including EBITDAR margin
above 30%. This, together with the absence of any unplanned capex
or shareholder returns, will allow the company to maintain credit
metrics that are commensurate with its 'BB-' ratings.

The ratings also incorporate Pegasus' strong domestic position in
Turkiye (B/Negative) with strong growth prospects, an
industry-leading cost base with a young and fuel-efficient fleet
and readily accessible hard-currency liquidity. The ratings also
reflect high execution risk inherent in its aggressive growth
strategy, a weak operating environment with foreign-exchange (FX)
and geopolitical risks and its smaller size than many peers'. A
downgrade of the sovereign rating would likely be replicated for
Pegasus as reflected in the Negative Outlook on its IDRs.

KEY RATING DRIVERS

Strong Operational Performance: In 2022, Pegasus outperformed its
financial forecasts, due to stronger-than-expected operational
recovery. Recovery accelerated in 2Q22 as the company ramped up
capacity with load factors approaching pre-pandemic levels while
achieving significant yield increases in US dollar terms, leading
to EBITDAR margin recovery.

Its domestic capacity, measured in available seat kilometres (ASK),
was resilient throughout the pandemic, but significantly decreased
in 2022. This was due to the company shifting its focus to
international routes as travel restrictions were lifted in EU
member states and due to the depreciation of the Turkish lira.

Volatile and Weak Operating Environment: Fitch views significant
volatility in the Turkish economy, due to high inflation and
geopolitical risks; and a weak operating environment as rating
constraints for Pegasus. Fitch believes Pegasus could face greater
challenges from demand volatility than other European low-cost
carriers (LCCs), given Pegasus' dependence on the Turkiye for both
domestic and international (excluding international transit)
segments while other European LCCs have more options due to the
European Common Aviation Area which Turkey is not a member of.
Pegasus is also significantly smaller with a less diversified
network, but its low-cost base and agility have allowed rapid
growth despite market difficulties.

Competitive Cost Position: Pegasus' cost base is comparable to
other leading LCCs', and lower than that of its main rivals in the
markets in which they compete. Its cost advantage should help
Pegasus withstand fierce competition and help support sustainable
growth. Its cost position is underpinned by low labour costs (in US
dollar terms), high aircraft utilisation, and a young and
fuel-efficient fleet with higher seat density than its peers'.
Fitch expects deliveries of new and larger aircraft and an increase
in scale to further strengthen its cost advantage.

Lease-funded Fleet Expansion: Pegasus expects more than 40 new
aircraft deliveries in 2023-2025, all A321neos, which are more
fuel-efficient and have a larger capacity (by over 50 seats) than
A320neos'. The net increase in fleet will be smaller due to the
return to lessors of its existing 737-800 and A320ceo aircraft over
this period. Pegasus operated 96 aircraft at end-2022 with an
average age of 4.4 years, most of which were A320/A321neos.

Pegasus intends to finance these aircraft through leases, which
will result in lease debt dominating its balance sheet. A
demonstrated ability to adjust capacity and control costs in case
of demand weakness will be key to maintaining the company's credit
profile.

Faster-than-Expected Deleveraging: Pegasus generated EBITDAR of
TRY13,983 million and positive free cash flow (FCF) in 2022, which
resulted in a decrease of EBITDAR gross leverage to 4.4x, from
16.2x in 2021. Fitch conservatively forecasts EBITDAR gross
leverage to stabilise and average 4.0x over 2023-2026 compared with
its previous expectation of over 5.0x.

Its forecasts are driven by Pegasus' expansion plan, which should
increase revenues and profits but also its lease debt. Due to its
expectation of broadly stable profitability, Fitch expects EBITDAR
net leverage in 2023-2026 to average 3.2x.

Manageable FX Risk Exposure: All sales on international routes,
which accounted for over 83% of total revenue in 2022, are in hard
currencies, with the remainder collected in lira. The currency mix
between hard currencies and lira in costs is similar, mitigating
Pegasus' exposure to FX risk. As part of its FX hedging policy, up
to 25% domestic ticket revenue received in lira is exchanged into
US dollars at spot rates. Despite well-managed FX risk due to a
geographically diversified revenue stream, a volatile lira adds to
demand volatility.

Country Ceiling: Pegasus' Foreign-Currency IDR is now two notches
above Turkiye's Country Ceiling of 'B', given its high share of
hard-currency revenue from international routes and readily
accessible hard currency liquidity that covers external
hard-currency debt service by over 1.5x, in accordance with Fitch's
Non-Financial Corporates Exceeding the Country Ceiling Rating
Criteria. However, Fitch does not expect conditions for Pegasus'
Foreign-Currency IDR to be more than two notches above the Country
Ceiling over the medium term. A negative sovereign rating action
would therefore likely drive a downgrade for Pegasus.

Majority Shareholder Supportive of Growth: Key shareholders are
supportive of the airline's organic growth over the long term as
they have not extracted dividends in recent years, which Fitch
assumes will remain unchanged in the near term. Fitch views
Pegasus' corporate governance as effective and adequate, despite
the airline being majority-owned by the Sevket Sabanci family -
mostly indirectly through ESAS Holding. Pegasus is effectively
58.5%-owned by a single shareholder while the rest is listed on
Borsa Istanbul.

DERIVATION SUMMARY

Pegasus competes directly with Turk Hava Yollari Anonim Ortakligi
(Turkish Airlines, B+/Negative). Its financial profile is stronger
than that of Turkish Airlines on the back of lower leverage, a more
competitive cost base and higher funds from operations (FFO)
margins. Nevertheless, Fitch views its debt capacity at a given
rating as lower than Turkish Airlines' as its strengths are more
than offset by its smaller scale, a less diversified network and
weaker market position than Turkish Airlines'.

Pegasus' unit cost base and, to a smaller extent, its liquidity
position are comparable to those of leading LCCs such as Ryanair
Holding plc (BBB/Positive) and Wizz Air Holding Plc
(BBB-/Negative); however, the company is smaller and more exposed
to a weak and volatile operating environment with high execution
risk.

KEY ASSUMPTIONS

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

- ASK in 2023 at about 25% above that in 2019, followed by
double-digit annual growth in 2024 and 2025

- Load factor of 83% in 2023 and 84% in 2024-2025

- Oil price of USD90 a barrel in 2023 and USD75/bbl (fuel-hedging
is accounted for) in 2024-2025

-USD/TRY at 24.9 in 2023, 27.7 in 2024, and 30.8 in 2025

- No dividends to 2025

RATING SENSITIVITIES

Factors That Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade:

- An upgrade is unlikely as the ratings are on Negative Outlook and
also because Fitch is unlikely to rate the company more than two
notches above the Country Ceiling, unless:

- Total adjusted net debt/EBITDAR falls below 3.0x and/or total
adjusted gross debt/EBITDAR falls below 3.5x on a sustained basis
and sovereign ratings and the Country Ceiling see a positive rating
action

Factors That Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade:

- Total adjusted net debt/EBITDAR above 3.7x and/or total adjusted
gross debt/EBITDAR above 4.2x on a sustained basis

- FFO fixed-charge cover below 2.0x

- A downgrade of Turkiye's Country Ceiling, especially associated
with weaker operating environment and drivers affecting external
tourism demand

LIQUIDITY AND DEBT STRUCTURE

Healthy Liquidity: Pegasus' unrestricted Fitch-calculated cash
position of TRY11,154 million (excluding financial assets) at
end-2022 is more than sufficient to cover its short-term debt
obligation (excluding lease) of TRY3,217 million. In addition,
Fitch expects FCF generation in 2023-2025 to be consistently
positive, which will further improve its liquidity profile.

ISSUER PROFILE

Pegasus is a leading LCC in Turkiye with a fleet size of 96
aircraft at end-2022. It served 126 destinations in 47 countries
and carried 26.9 million passengers in 2022 and, prior to the
pandemic, 30.8 million in 2019.

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
   -----------            ------            --------    -----
Pegasus Hava
Tasimaciligi
A.S.            LT IDR    BB-      Upgrade                B+
                LC LT IDR BB-      Upgrade                B+
                Natl LT   AAA(tur) Upgrade            AA(tur)

   senior
   unsecured    LT        BB-      Upgrade     RR4        B+



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

CASTELL 2023-1: S&P Assigns Prelim B- (sf) Rating to F-Dfrd Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its preliminary ratings to Castell
2023-1 PLC's class A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, F-Dfrd, and
X-Dfrd notes. At closing, Castell 2023-1 will also issue unrated
class G and H notes, as well as RC1 and RC2 residual certificates.

The assets backing the notes are U.K. second-lien mortgage loans.
Most of the pool is considered prime, with 86.8% originated under
UK Mortgage Lending's prime product range. Additionally, 1.7% of
the pool refers to loans advanced to borrowers under UK Mortgage
Lending's "near prime" product, with the remaining 11.5% loans
advanced to borrowers under its "Optimum+" product. Loans advanced
under the "near prime" or "Optimum+" product range have lower
credit scores and potentially higher amounts of adverse credit
markers, such as county court judgments, than those under the
"prime" product range, and borrowers pay a higher rate of interest
under these products.

The transaction benefits from liquidity provided by a liquidity
reserve fund, and principal can be used to pay senior fees and
interest on the notes subject to various conditions.

Credit enhancement for the rated notes will consist of
subordination.

The transaction incorporates a swap with a fixed schedule to hedge
the mismatch between the notes, which pay a coupon based on the
compounded daily Sterling Overnight Index Average (SONIA), and the
loans, which pay fixed-rate interest before reversion.

At closing, the issuer will use the issuance proceeds to purchase
the full beneficial interest in the mortgage loans from the seller.
The issuer grants security over all of its assets in the security
trustee's favor.

There are no rating constraints in the transaction under S&P's
counterparty, operational risk, or structured finance sovereign
risk criteria. S&P considers the issuer to be bankruptcy remote.

Pepper (UK) Ltd. is the servicer in this transaction. In S&P's
view, it is an experienced servicer in the U.K. market with
well-established and fully integrated servicing systems and
policies. It has its ABOVE AVERAGE ranking as a primary and special
servicer of residential mortgages in the U.K.

In S&P's analysis, it considered its current macroeconomic
forecasts and forward-looking view of the U.K. residential mortgage
market through additional cash flow sensitivities.

  Preliminary Ratings

  CLASS       PRELIM. RATING*     CLASS SIZE (%)

  A              AAA (sf)            73.00

  B-Dfrd         AA (sf)              6.50

  C-Dfrd         A (sf)               5.75

  D-Dfrd         BBB- (sf)            5.00

  E-Dfrd         BB (sf)              2.25

  F-Dfrd         B- (sf)              1.50

  G              NR                   3.50

  X-Dfrd         B- (sf)              2.00

  H              NR                   2.50

  RC1 Certs      NR                   N/A
      
  RC2 Certs      NR                   N/A

*S&P Global Ratings' ratings address timely receipt of interest
and ultimate repayment of principal on the class A notes, and the
ultimate payment of interest and principal on all other rated
notes. S&P's ratings also address timely interest on the rated
notes when they become most senior outstanding. Any deferred
interest is due immediately when the class becomes the most senior
class outstanding.
NR--Not rated.
N/A--Not applicable.


CPUK FINANCE: S&P Affirms 'B (sf)' Rating on Three Notes
--------------------------------------------------------
S&P Global Ratings assigned its 'BBB (sf)' credit ratings to CPUK
Finance Ltd.'s new 5.876% fixed-rate GBP324.0 million class A6
notes with a four-year expected maturity date in August 2027 and
6.136% fixed-rate GBP324.0 million class A7 notes with an
eight-year expected maturity date in August 2031. At the same time,
S&P affirmed its 'BBB (sf)' ratings on the outstanding A2, A4, and
A5 notes and its 'B (sf)' ratings on the outstanding class B4-Dfrd,
B5-Dfrd, and B6-Dfrd notes.

The new issuance results in a class A notes' leverage ratio of
about 5.0x, based on 12 months EBITDA to the end of the third
quarter of fiscal year 2023 of GBP273.7 million, and class B notes'
leverage ratio of about 7.8x.

The issuer will hold the proceeds of the class A2 notes' redemption
in the prefunding account. Security is granted in the issuer
security trustee's favor.

The COVID-19 pandemic had a significant effect on the company's
performance during fiscal years 2021 and 2022, but it has since
then sharply rebounded in line with the recovery of the travel
leisure industry and enhanced by the staycation trend in the U.K.

The transaction blends a corporate securitization of the U.K.
operating business of the short break holiday village operator
Center Parcs Holdings 3 Ltd. (CPH3), the borrower, with a
subordinated high-yield issuance. It originally closed in February
2012 and has been tapped several times since, most recently in May
2021.

The transaction will likely qualify for the appointment of an
administrative receiver under the U.K. insolvency regime. When the
events of default allow security to be enforced ahead of the
company's insolvency, an obligor event of default would allow the
noteholders to gain substantial control over the charged assets
prior to an administrator's appointment, without necessarily
accelerating the secured debt, both at the issuer and at the
borrower level.

CPUK Finance issued the new fixed-rate class A6 and A7 notes each
totaling GBP324 million. These new notes rank pari passu among
themselves and with the existing senior class A notes and rank
senior to the existing class B notes.

The issuer will use the proceeds of the new notes to make further
advances to the borrower under an amended issuer-borrower loan
agreement. The borrower will use the loan proceeds to repay
(including a make-whole premia) the existing class A2 loan. In
turn, the issuer will use the proceeds of the prepayment of the
class A2 loan to prepay the corresponding class A2 notes. The
borrower will use the remainder of the class A6 and A7 loan
proceeds to cover transaction fees, prepayment premium due under
the class A2 notes, and distribution to shareholders.

At closing, the issuer increased the existing liquidity facility to
GBP110 million from GBP90 million. As a result, the liquidity
facility will continue to cover about 18 months of the class A
notes' interest payment and the issuer's senior expenses.

Business Risk Profile

S&P said, "We have applied our corporate securitization criteria as
part of our rating analysis on the notes in this transaction. Our
view of the borrowing group's potential to generate cash flows is
informed by our base-case operating cash flow projection and our
assessment of its business risk profile (BRP), which is derived
using our corporate methodology.

"The COVID-19 pandemic had a significant effect on the company's
performance during fiscal years 2021 and 2022, but it has since
then sharply rebounded in line with the recovery of the travel
leisure industry and enhanced by the staycation trend in the U.K.
We expect revenues for fiscal year 2023 to be approximately 25%
above pre-pandemic levels and 15%-20% above fiscal year 2022,
driven by the ability of the company to increase prices and
occupancy back to approximately 97%, leading to S&P Global Ratings'
adjusted EBITDA margins above 45%-46%."

Nevertheless, the group's BRP continues to be constrained by its
limited scale and diversification as it only operates in one
geography, the U.K., with just five holiday parks.

S&P continues to assess Center Parcs', the borrower's, BRP as
fair.

The activities of the borrower group are limited to five sites,
with no geographic diversification outside of the U.K. and a
significant reliance on a short vacation package offering in a
forest village. S&P views this concentrated operation in a niche
segment as a weakness, which constrains our BRP assessment.

Above average profitability

Strong operating margins, with S&P Global Ratings' adjusted
EBITDA-to-sales margins consistently about 46%, are supported by
its high occupancy rates, and its ability to consistently increase
its revenue per available lodge (RevPAL). Relative to their
European counterparts, U.K. holidaymakers have higher on-site
spending rates, which further supports the group's overall
operations.

Strong brand name translating into higher occupancy and RevPAL

Center Parcs has consistently reported an occupancy rate
consistently above 96% for the past 15 years (excluding during the
pandemic), which is significantly better than the wider lodging
industry where the occupancy tends to average about 70% (outside of
London). Through its dynamic pricing strategy, the group is able to
maintain its high occupancy rate through the low season. With about
4,300 units of accommodation, the supply of lodges is limited,
which allows the group to charge premium pricing as its RevPAL of
about GBP245 is more than four times higher than the average U.K.
RevPAL of about GBP55 (on real terms, outside of London).

Rating Rationale For The Class A Notes

CPUK Finance's primary sources of funds for principal and interest
payments on the new and existing class A notes are the loan
interest and principal payments from the borrowers and amounts
available from the GBP110 million liquidity facility. The liquidity
line is available at the issuer level and covers about 18 months of
the class A notes' interest payments and the issuer's senior
expenses. The class B notes do not benefit from liquidity support.

S&P's ratings on the senior class A notes address the timely
payment of interest and the ultimate repayment of principal due on
the notes on their legal final maturity. They are based primarily
on our ongoing assessment of the borrowing group's underlying
business risk profile, the integrity of the transaction's legal and
tax structure, and the robustness of operating cash flows supported
by structural enhancements.

Debt service coverage ratio (DSCR) analysis

S&P said, "Our cash flow analysis serves to both assess whether
cash flows will be sufficient to service debt through the
transaction's life and to project minimum DSCRs in our base-case
and downside scenarios.

"We typically view liquidity facilities and trapped cash (either
due to a breach of a financial covenant or following an expected
repayment date) as being required to be kept in the structure if:
(1) the funds are held in accounts or may be accessed from
liquidity facilities; and (2) we view it as dedicated to service
the borrower's debts, specifically that the funds are exclusively
available to service the issuer/borrower loans and any super senior
or pari passu debt, which may include bank loans.

"In this transaction, we have given credit to trapped cash in our
DSCR calculations as we have concluded that it is required to be
kept in the structure and is dedicated to debt service."

Base-case forecast

S&P said, "Our base-case EBITDA and operating cash flow projections
in the short term and the company's fair BRP rely on our corporate
methodology, based on which we give credit to growth through the
end of fiscal year 2024. Beyond fiscal year 2024, we apply our
assumptions for capital expenditure (capex) and taxes, in line with
our global corporate securitization methodology, which we then use
to derive our projections for the cash flow available for debt
service."

For the borrower group, S&P's current assumptions are:

-- U.K. real GDP to decline by 0.5% in 2023 with a marginal
rebound of 1.5% in 2024. Consumer Price Index growth in 2023 of
5.8% in 2023, slowing to 1.4% in 2024. These forecasts are for the
calendar years.

-- Despite the challenging macroeconomic headwind, S&P expects the
leisure travel industry to continue to report significant growth
driven by higher RevPAL across the industry. For the borrower
group, it expects revenue for 2023 of about GBP590 million to
GBP600 million with marginal growth into 2024 of 1%-2% as the group
capitalizes on the return to pre-pandemic levels in terms of
occupancy at around 97% and higher ADR than pre-pandemic levels.

-- S&P forecasts margins to remain at approximately 46% for 2023
and 2024, below pre-pandemic levels of about 48%. Margins will be
suppressed by higher energy and staff costs resulting from the
current macroeconomic situation and higher living wages in the
U.K.

-- S&P forecasts tax payments of GBP9.0 million for fiscal year
2023 and GBP25.0 million in fiscal year 2024 and thereafter.

-- S&P assumes annual interest payments of about GBP110 million to
GBP120 million as a result of higher interest rates assumed as part
of the refinancing of the class A2 notes.

-- Maintenance capex of GBP41 million for fiscal year 2024.
Thereafter, S&P assumes about GBP18.5 million, in line with the
transaction documents' minimum requirements.

-- Development capex of GBP35 million for fiscal year 2024.
Thereafter, as S&P assumes no growth in EBITDA, in line with its
corporate securitization criteria, it considered only the minimum
GBP6 million investment capex required under the documentation.

-- The transaction structure includes a cash sweep mechanism for
the repayment of principal following an expected maturity date on
each class of notes.

S&P said, "Therefore, in line with our corporate securitization
criteria, we assumed a benchmark principal amortization profile
where each of the existing class A notes is repaid over 15 years
following its respective expected maturity date, based on an
annuity payment that we include in our calculated DSCRs.

"Considering the August 2031 EMD for the class A7 notes, the
typical amortization profile of 15 years extends beyond the two
years prior to the legal final maturity of the notes (August 2047).
Therefore, in line with section 41 of our corporate securitization
criteria, we assumed a benchmark principal amortization profile of
13.0 years from the EMD, which ends two years before the class A7
notes' legal final maturity date."

S&P established an anchor of 'bbb' for the class A notes based on:

-- S&P's assessment of CPH1's fair BRP, which it associates with a
business volatility score of 4; and

-- The minimum DSCR achieved in our base-case analysis, which
considers only operating-level cash flows, including any trapped
cash, but does not give credit to issuer-level structural features
(such as the liquidity facility).

Downside DSCR analysis

S&P said, "Our downside DSCR analysis tests whether the
issuer-level structural enhancements improve the transaction's
resilience under a moderate stress scenario. Considering CPH1 and
U.K. hotels' historical performance during the financial crisis of
2007-2008, in our view a 15% decline in EBITDA from our base case
is appropriate for the borrower's particular business. We applied
this 15% decline to the base case at the point where we believe the
stress on debt service would be greatest."

S&P's downside DSCR analysis resulted in an excellent resilience
score for the class A notes.

The combination of an excellent resilience score and the 'bbb'
anchor derived in the base case results in a resilience-adjusted
anchor of 'a-' for the class A notes.

Liquidity adjustment

The issuer's GBP110 million liquidity facility balance represents
about 7% of liquidity support, measured as a percentage of the
expected outstanding the post-issuance outstanding class A note
balance of the class A notes after issuance, which is below the 10%
level S&P typically considers for as a significant liquidity
support. Therefore, S&P has not considered any further uplift
adjustment to the resilience-adjusted anchor for liquidity.

Modifier analysis

The expected maturity date of the class A7 notes, which rank pari
passu with all other senior notes, falls in August 2031. S&P has
lowered the resilience-adjusted anchor by one notch to account for
the long tenor of the expected maturity date, which is beyond 7
years.

Comparable rating analysis

Due to its cash sweep amortization mechanism, the transaction
relies significantly on future excess cash. At the same time,
long-term forecasts of cash flows in the U.K. short-stay parks
sector remain uncertain, notably due to the presence of event risk
and exposure to changing consumer preferences over the long term.
To account for this combination of factors, S&P has lowered the
resilience-adjusted anchor by one notch.

Rating Rationale For The Class B Notes

S&P's ratings on the class B notes only address the ultimate
repayment of principal and interest on their legal final maturity
dates.

The class B4-Dfrd, B5-Dfrd, and B6-Dfrd notes are structured as
soft-bullet notes with expected maturity dates in August 2025,
August 2026, and August 2027, respectively, and legal final
maturity dates in February 2047, February 2051, and February 2051.
Interest and principal is due and payable to the noteholders only
to the extent received under the B4-Dfrd, B5-Dfrd, and B6-Dfrd
loans. Under their terms and conditions, if the loans are not
repaid on their expected maturity dates, interest would no longer
be due and would be deferred. Similarly, if the class A loans are
not repaid on the second interest payment date following their
respective expected maturity dates, the interest on the class B
loans would be deferred. The deferred interest, and the interest
accrued thereafter, becomes due and payable on the class B4-Dfrd,
B5-Dfrd, and B6-Dfrd notes' final maturity date. S&P said, "Our
analysis focuses on scenarios in which the loans underlying the
transaction are not refinanced at their expected maturity dates. We
therefore consider the class B5-Dfrd and B6-Dfrd notes as deferring
accruing interest from the class B4-Dfrd's expected maturity date
and one year after the class A2 notes' expected maturity date,
respectively, and receiving no further payments until the class A
notes are fully repaid."

Moreover, under the terms of the class B issuer-borrower loan
agreement, further issuances of class A notes, for the purpose of
refinancing, are permitted without consideration given to any
potential effect on the then current ratings on the outstanding
class B notes.

Both the extension risk, which S&P views as highly sensitive to the
borrowing group's future performance given its deferability, and
the ability to refinance the senior debt without consideration
given to the class B notes, may adversely affect the ability of the
issuer to repay the class B notes. As a result, the uplift above
the borrowing group's creditworthiness reflected in its ratings on
the class B notes is limited.

Counterparty risk

S&P said, "We do not consider the liquidity facility or bank
account agreements to be in line with our current counterparty
criteria. As a result, the maximum supported rating continues to be
the lowest issuer credit rating (ICR) among the bank account and
liquidity providers. Currently, the lowest rated provider is
Barclays Bank PLC, which acts as the issuer's account bank.

"However, our ratings are not currently constrained by our issuer
credit ratings on any of the counterparties, including the
liquidity facility, derivatives, and bank account providers."

Outlook

S&P said, "A change in our assessment of the company's BRP would
likely lead to rating actions on the class A notes. We would
require higher/lower DSCRs for a weaker/stronger BRP to achieve the
same anchors."

Upside scenario

S&P said, "We consider any upward revision of the borrower's BRP as
remote at this stage. It would rely on substantially increased
geographical and format diversification, increase in scale,
translated to growth in revenues and EBITDA, as well as maintenance
of sound profitability. Additionally, we seek a longer track record
of the borrower's ability to manage events risks.

"We may consider raising our ratings on the class A notes if our
minimum projected DSCR lies in the higher end of the 1.8x:4.0x
range in our base-case scenario. We may consider raising our
ratings on the class B notes if the total leverage (including the
class A and B notes) of the group were to decline toward 5.0x."

Downside scenario

S&P said, "We could lower our rating on the notes if we were to
lower the BRP on the borrower to weak from fair. This could occur
if the borrower group's operating performance were to deteriorate
materially due to macroeconomic, event risks, or a change in
customer preference resulting in substantial decline in RevPAL
performance or occupancy rates. We may consider lowering our
ratings on the class B notes if S&P Global Ratings' adjusted debt
to EBITDA were to increase above 8.0x on a sustained basis.

"We may also consider lowering our ratings on the class A notes if
our minimum projected DSCR approaches the lower end of the
1.8x:4.0x range in our base-case scenario. or if the resilience
score was to change to satisfactory from excellent.

"We could also lower the rating on these notes if we considered the
capital structure to be unsustainable while leverage keeps
increasing and free operating cash flow turns negative."

In a scenario where the class A and B4-Dfrd notes are no longer
outstanding, the lack of a class B free cash flow DSCR covenant
would prevent, in certain circumstances, the class B5-Dfrd and
B6-Dfrd noteholders from enforcing security and exercising recourse
against the borrower. This may either result in a lower rating or
prevent S&P from continuing to rate the class B5-Dfrd and B6-Dfrd
notes under its corporate securitization criteria.

  Ratings List

  CLASS     RATING*     BALANCE      EMD         LEGAL FINAL
                       (MIL. GBP)                MATURITY DATE  

  RATINGS ASSIGNED    

  A6        BBB (sf)     324.0     August 2027    February 2047

  A7        BBB (sf)     324.0     August 2031    February 2047

  RATINGS AFFIRMED    
  
  A2§       BBB (sf)     440.0     August 2024    February 2042

  A4        BBB (sf)     340.0     August 2025    February 2042

  A5        BBB (sf)     379.5     August 2028    February 2047

  B4-Dfrd   B (sf)       250.0     August 2025    February 2047

  B5-Dfrd   B (sf)       250.0     August 2026    February 2050

  B6-Dfrd   B (sf)       255.0     August 2027    February 2051

*S&P's ratings on the class A notes address timely payment of
interest and ultimate payment of principal on the legal final
maturity date. Its ratings on the class B notes address ultimate
payment of interest and principal on the legal final maturity date.

§The proceeds from the issuance of the class A6 and A7 notes are
used to repay the class A2 notes. Due to technical settlement
reasons the repayment of the class A2 notes will be delayed by 10
days. S&P therefore affirmed its 'BBB (sf)' rating on the class A2
notes, anticipating that the rating on these notes will be
withdrawn on April 24, 2023.
EMD--Expected maturity date.


JUST HYPE: Bought Out of Administration by Lux360, JHB2C
--------------------------------------------------------
Business Sale reports that Leicester-based fashion brand Just Hype
has been acquired out of administration.

According to Business Sale, the business, along with sister company
Toatee Limited, has been jointly acquired by Lux360 and JHB2C Ltd
after falling into administration last month.

Just Hype was founded in 2011 and primarily specialised in
streetwear clothing for children and young people.  Many of its
products included high-profile collaborations with brands including
Coca-Cola, Disney and Star Wars.

The firm's growth, however, was adversely impacted by the COVID-19
pandemic, falling sales leaving it with a large amount of excess
stock, Business Sale discloses.  The company's issues were
subsequently exacerbated by the cost of living crisis, Business
Sale notes.

"As with many online retailers we expanded very aggressively during
COVID and in the aftermath were left with a large stock overhang.
In addition, we had spent a considerable amount on advertising
which although elevated the brand significantly left us heavily
indebted," Business Sale quotes Just Hype co-founder Bav Samani as
saying.

Mr. Samani added that the company had been left "exposed and unable
to trade effectively" as a result of falling sales and the cost of
living crisis, Business Sale relates.

Quantuma CEO Carl Jackson and director Kelly Mitchell were
appointed as joint administrators on March 31, 2023, completing a
sale of the business and its assets shortly afterwards, Business
Sale recounts.  Just Hype will continue to trade online and through
stockists under the new ownership, but its Carnaby Street store was
closed prior to the appointment of the joint administrators.  The
company employs 82 staff, with all jobs having been secured
following its acquisition, Business Sale notes.

According to Business Sale, joint administrator Kelly Mitchell
said: "The business was adversely affected by the COVID pandemic,
which was further compounded by the cost of living crisis.  Just
Hype has a globally recognised brand presence, regularly
collaborating with other established brands.  However, the
investment in marketing to raise profile did not translate into
revenue, as a result of public reduction in spending on
non-essential items."


ROYAL QUAYS: Placed Into Receivership, Put Up for Sale
------------------------------------------------------
BBC News reports that a shopping centre with dozens of tenants has
been placed into receivership and put up for sale.

Sanderson Weatherall has been appointed receivers of The Royal
Quays Outlet in North Shields, BBC relates.

Its management said the site, which has been listed at GBP4
million, would be "continuing as normal" throughout, BBC notes.

Independent traders said the sale announcement had come as a
surprise and they hoped a deal to keep it open would be agreed,
according to BBC.

Centre manager Matt Dawson confirmed receivers had been initially
appointed in mid-January, BBC relays.

According to BBC, he said retail had "changed everywhere" in the
past decade due to online shopping, the Covid pandemic and the cost
of living.

However, he said they were confident it would survive as other
shopping centres had been in the "same situation" and eventually
bought out.

"The centre is up for sale and the future buyer will be gaining
many great businesses and tenants," he said.

The shopping centre, which has been open for more than two decades,
is home to a number of chain and independent shops, BBC notes.

Sanderson Weatherall has since terminated the previous management
firm after being appointed to take control of the site, BBC
recounts.

According to BBC, Daniel Hardy, from the firm, said it remained
"business as usual" and believed it was "likely that a purchaser
will view the opportunity accordingly".

He added there was scope for further development on the site as it
has outline planning consent for a 70-room hotel.


[*] UK: Belfast Bankruptcy Court Reopens to Winding-Up Petitions
----------------------------------------------------------------
Ryan McAleer at The Irish News reports that the process that
enables creditors to pursue struggling businesses at the High Court
has resumed in the north after three years.

According to The Irish News, the Bankruptcy and Companies Master's
Court in Belfast has reopened to winding up petitions from Monday,
April 17.

It follows the introduction of the Insolvency (Amendment) Rules
(Northern Ireland) 2023 last month, which effectively ended the
three-year restriction on creditor winding up petitions, The Irish
News discloses.

Protections were established in Northern Ireland in the wake of the
Covid-19 pandemic to give firms in financial distress breathing
space to explore rescue and restructuring options free from
creditor action, The Irish News notes.

But from Monday, April 17, new winding up petitions may be
presented by any creditor owed more than GBP750 by a company, The
Irish News states.

Petitions will still depend on certain criteria being met,
according to The Irish News.  The petition must be grounded on a
formal demand made on or after March 13, 2023, that originated from
a court judgement, decree, or other similar court order, The Irish
News discloses.

According to The Irish News, insolvency practitioner Darren Bowman,
from Baker Tilly Mooney Moore in Belfast, expects an increase in
the number of winding up petitions, particularly for so-called
"zombie" companies.

But he said many other businesses in financial distress could also
be affected, The Irish News notes.



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

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

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

This material is copyrighted and any commercial use, resale or
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