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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

          Wednesday, April 19, 2023, Vol. 24, No. 79

                           Headlines



G E R M A N Y

ADLER GROUP: S&P Cuts ICR to 'SD' on Approved Debt Restructuring
DEUTSCHE LUFTHANSA: S&P Upgrades LT ICR to 'BB+', Outlook Positive
GRUNENTHAL GMBH: Moody's Rates New EUR300MM Sr. Secured Notes 'B1'
GRUNENTHAL GMBH: S&P Rates New Senior Secured Notes 'BB-'
MONITCHEM HOLDCO 3: Moody's Rates New EUR670MM Secured Notes 'B3'



I R E L A N D

OAK HILL VII: Moody's Affirms B3 Rating on EUR10MM Class F Notes


I T A L Y

KEVLAR SPA: Moody's Assigns 'B3' CFR, Rates New Secured Notes 'B3'
KEVLAR SPA: S&P Assigns 'B' Long-Term ICR, Outlook Stable
LOTTOMATICA SPA: Moody's Puts 'B1' CFR on Review for Upgrade


L U X E M B O U R G

MONITCHEM HOLDCO 2: S&P Raises Long-Term ICR to 'B', Outlook Stable


M A C E D O N I A

NORTH MACEDONIA: Fitch Affirms 'BB+' Foreign Currency IDR to Stable


M A L T A

GENESIS GLOBAL: Declared Bankrupt, Judge Appoints Liquidator


N E T H E R L A N D S

FUTURE CROPS: Declared Bankrupt, April 26 Auction Set
LOWLAND MORTGAGE 7: Fitch Assigns Final B-sf Rating to Cl. E Notes
TUCANO TOPCO: S&P Assigns 'B' Long-Term ICR, Outlook Stable


P O L A N D

KRUK SA: Moody's Assigns Ba2 Rating to New Senior Unsecured Notes
KRUK SA: S&P Assigns 'BB-' Rating to Senior Unsecured Notes
ZABRZE CITY: Fitch Affirms LongTerm IDRs at 'BB', Outlook Negative


P O R T U G A L

BANCO COMERCIAL PORTUGUES: S&P Affirms BB+/B Issuer Credit Rating


T U R K E Y

TURKIYE IHRACAT: Fitch Affirms 'B-' Foreign Curr. IDR, Outlook Neg.


U N I T E D   K I N G D O M

CPUK FINANCE: Fitch Affirms 'B' Rating on B Notes, Outlook Stable
CURZON MORTGAGES: S&P Assigns CCC(sf) Rating on Class X-Dfrd Notes
DAVE'S BRIDAL: Enters Administration After US Parent Collapses
DUNADRY DEVELOPMENT: Completes CVA, Exits Insolvency Proceedings
METRO BANK PLC: Fitch Affirms LongTerm IDR at 'B', Outlook Stable

SAFEGUARD SVP: Bought Out of Administration by Trek-Group
SCC POWER PLC: Fitch Assigns 'CC' Rating to $17.861M Sr. Sec Notes
TRITON UK: Moody's Puts 'B3' CFR Under Review for Downgrade

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G E R M A N Y
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ADLER GROUP: S&P Cuts ICR to 'SD' on Approved Debt Restructuring
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S&P Global Ratings lowered its long-term issuer credit ratings on
Adler Group and Adler RE to 'SD' (selective default) from 'CC', and
its issue rating on its affected senior unsecured debt to 'D'
(default) from 'CC'. S&P also affirmed its ratings on Adler RE's
2023 and 2024 unsecured debt at 'CCC-'.

S&P will reassess its ratings on Adler and Adler RE after the
restructuring is implemented in a few weeks and expect an upgrade
to the 'CCC' category.

On April 12, 2023, the High Court of Justice for England and Wales
has sanctioned the implementation of Adler Group S.A.'s (Adler)
capital restructuring plan.

S&P said, "We lowered our ratings after Adler announced court
approval of its debt restructuring plan under English law, which we
view as distressed and tantamount to a default, in line with our
distressed exchange criteria. The transaction allows the company to
change the interest terms for all the outstanding unsecured
nonconvertible bonds at Adler Group S.A. to PIK from cash (a coupon
uplift of 2.75 percentage points per year) until July 31, 2025, and
issue a new priority-ranking secured debt facility of up to
EUR937.5 million (subject to certain conditions), at a 12.5% per
year PIK with a maturity until June 30, 2025, mainly to repay two
outstanding 2023 and 2024 unsecured bonds issued at the Adler RE
level. We understand that the new secured debt will be considered
first or second lien and Adler's existing unsecured bonds will be
secured with second or third lien. This would alter the ranking of
Adler's current unsecured nonconvertible bonds, in our view, and
change the maturity of its EUR400 million unsecured bond due July
26, 2024, to July 31, 2025."

Adler RE will receive a new inter-company loan from its parent,
which will have a first lien on the collateral, whereas the
existing unsecured Adler RE 2024 and 2026 bonds will be second-lien
secured. Adler RE would receive about EUR535 million at a 0%
interest of net cash in the form of a secured shareholder loan from
Adler to repay EUR235 million of its EUR500 million 2023 bond
(EUR265 million will be repaid with cash at the Adler RE level) and
its EUR300 million 2024 bonds with a maturity of June 30, 2025. S&P
understands that the new debt will be secured with first or second
lien and the unsecured 2024 and 2026 bonds will second or
third-lien secured.

S&P said, "We affirmed the Adler RE 2023 and 2024 bonds at 'CCC-'
based on our understanding that they will be repaid at full par
from the new money. The term amendments relate to the 2024 and 2026
unsecured nonconvertible bonds issued by Adler RE and do not
include the 2023 unsecured bond that will be repaid at maturity.
Although Adler RE amended the 2024 bond terms, we understand the
company will repay it from the new money and this will be held in
an escrow account accessible only for the bonds' repayment. In
turn, we believe these bonds are very likely to be repaid, so the
changes to the terms are not tantamount to default.

"We will reassess our ratings on the Adler and Adler RE post
implementation of its restructuring plan in the next few weeks. We
expect to raise our long-term issuer credit rating to the 'CCC'
category."

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


DEUTSCHE LUFTHANSA: S&P Upgrades LT ICR to 'BB+', Outlook Positive
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S&P Global Ratings raised its long-term issuer credit and issue
ratings on Deutsche Lufthansa AG (Lufthansa) and its senior
unsecured debt to 'BB+' from 'BB' and its issue rating on its
junior subordinated debt to 'B+' from 'B'. S&P affirmed the 'B'
short-term issuer credit rating on Lufthansa.

The positive outlook reflects at least a one-in-three likelihood
that S&P may raise its ratings on Lufthansa in the next 12 months.

S&P said, "We expect demand for Lufthansa's flights in 2023 to
increase to up to 85% of pre-pandemic levels from 70% in 2022,
based on revenue-passenger-kilometers (RPKs). This is at the higher
end of our previous forecast of 75%-85% of 2019 levels (published
in November 2022) and reflects the ongoing pick-up in air travel
demand--so far largely inelastic to cost-of-living inflation and
rising interest rates. According to the International Air Travel
Association, in February this year, total global air passenger
traffic (measured in RPKs) reached 84.9% of February 2019 levels
and rose 55.5% compared with February 2022. This furthers the
strong start of the year, when RPKs stood at 84.2% of January 2019
levels, marking 67% year-on-year growth. We think that this
positive momentum will likely continue with increased contribution
from the resilient demand for leisure destinations; business travel
is picking up but still significantly lags the pre-pandemic levels,
having stayed below 70% of pre-pandemic passenger numbers at
end-2022. At the same time, capacity constraints at Lufthansa's
German hubs (due to labor shortages) limit upside potential in air
traffic volumes beyond our 2023 base-case projection. As these
bottlenecks are gradually resolved and Lufthansa deploys more
aircrafts, we expect its RPK in 2024 to approach its pre-pandemic
levels.

"We assume Lufthansa's 2023 revenue will surpass the EUR36.4
billion achieved in 2019, despite our forecast of RPK still below
the pre-pandemic base. This follows an increase to EUR32.8 billion
in 2022 from EUR16.8 billion in 2021 and reflects our expectation
of an average air passenger yield above the already elevated level
the previous year. In 2022, the average yield rose about 19.6% year
on year and exceeded the pre-pandemic levels by about 15.6%. That
said, it increased significantly toward the second half of the
year, when pandemic-related restrictions weighed on air passenger
travel less than during the first quarter. We also think that the
positive yield momentum will benefit from the rising demand for
premium leisure travel, particularly considering that Lufthansa's
major hubs are in wealthy catchment areas, such as Germany and
Switzerland. Our forecast hinges on steady air travel recovery and
rational capacity deployment, underpinning the ability and
willingness of the sector to pass through cost inflation to
passengers through higher air fares, which are consistently above
pre-pandemic levels.

"We think high passenger yields will largely absorb cost-base
inflation and high jet fuel prices, as capacity is ramping up. This
should translate into adjusted EBITDA of up to EUR4.5 billion in
2023--compared with EUR3.7 billion in 2022 and our previous
forecast of largely flat EBITDA year on year--and is just slightly
shy of the EUR4.7 billion reported in 2019. We think that earnings
recovery in 2023 will be increasingly carried by Lufthansa's
passenger airline businesses, underpinned by the contribution from
the non-passenger segment: maintenance repair and overhaul (MRO)
and logistics (cargo freight), which we still expect to contribute
more than it did before the pandemic. Still, we expect EBIT from
cargo to drop significantly in 2023 and thereafter from the
record-high of EUR1.6 billion in 2022 (segment's EBIT in 2019
dipped to negative EUR33 million from EUR263 million in 2018). This
is because air freight rates are moderating, trailing decongestion
in marine infrastructure, normalization in ocean freight rates and
expansion in airline belly capacity (especially with the reopening
of China, a key cargo market, at the start of this year).
Nevertheless, in 2024, despite the anticipated ongoing decline of
cargo's earnings, we expect Lufthansa's EBITDA, as adjusted by S&P
Global Ratings, will surpass our 2023 forecasts, based on our
assumption of steady recovery in demand for air travel.

"According to our expectations, EBITDA in 2023 should underpin
positive FOCF (after leases). In 2022, Lufthansa's FOCF (after
leases), as adjusted by S&P Global Ratings, turned positive to
EUR1.7 billion after a significantly negative value in 2021. This
was due to about EUR1.7 billion working capital inflow pertaining
to strong customer bookings and prepayments, underpinned by the
record-high fares and generally more efficient working capital
management, alongside the overall improvements in operating
performance. Although it is difficult to precisely anticipate
working capital swings, we expect them to remain positive, even if
somewhat lower than in 2022. This, paired with an anticipated
expansion in Lufthansa's EBITDA, should bolster operating cash flow
to sufficiently cover an increase in net capital expenditure
(capex) to EUR2.5 billion-EUR3.0 billion in 2023 from EUR2.3
billion in 2022.

"After last year's significant decline in adjusted debt, we expect
debt levels will remain largely stable, or increase slightly, in
2023.Adjusted debt at year-end 2022 stood near EUR7.2 billion, down
from EUR12.4 billion at year-end 2021 and EUR10.8 billion before
the pandemic." The decline stemmed from:

-- Positive FOCF being used for debt reduction Lufthansa's
financial debt (excluding leasing liabilities) declined by about
EUR1.6 billion from the EUR14.3 billion reported at year-end 2021.
That said, this is still significantly above the EUR7.2 billion
reported at year-end 2019.

-- A material reduction in our pension adjustment, which dropped
to just EUR374 million from EUR3.6 billion in 2021 and EUR4.3
billion in 2019, largely due to the increased benchmark interest
rate. S&P's adjustment represents the difference between the most
recent estimated cumulated net plan assets and net plan liabilities
under defined benefit schemes after tax.

S&P said, "We think that the higher net capex in 2023--largely, due
to delays in the delivery of new aircraft in 2022--will constrain
further deleveraging. We do not include potential proceeds from
planned, but not yet contracted, disposals in our base case. In
March 2023 Lufthansa ordered 22 new Airbus and Boeing wide-body
aircrafts, with deliveries expected after 2025.

"That said, we do not rule out the possibility of deleveraging help
from recoveries in EBITDA and profitability. This could also help
Lufthansa strengthen its credit measures, and increase financial
flexibility for potential swings in operational performance and
unforeseen setbacks. Under our base case, Lufthansa will maintain
adjusted FFO to debt of 40%-45% in 2023-2024, compared with about
42% in 2022. This is close to our guideline of above 45% for the
higher 'BBB-' rating. The consistent recovery of EBITDA margins to
at least 15%, further structural debt reduction, stronger credit
measures than in our current base case, and the resulting increased
financial flexibility in the context of the highly volatile
industry, in our view, are possible and critical for an upgrade."

The positive outlook on Lufthansa reflects at least a one-in-three
likelihood of an upgrade in the next 12 months.

S&P could raise its ratings if Lufthansa improves adjusted FFO to
debt to above 45% on a sustainable basis or recovers its
profitability, such that its adjusted EBITDA margin increases to at
least 15% (from 11.4% in 2022), the level commensurate with its
satisfactory assessment of its business risk profile. This could
occur if the recovery in air passenger demand continues despite
sluggish economic growth and inflationary pressures, and if
Lufthansa's proactive yield management curbs inflationary pressure
on its cost base, while the company continues to prioritize
deleveraging. Additionally, an upgrade, may follow if Lufthansa
used potential cash proceeds from planned disposals of its business
for leverage reduction, enabling an improvement in FFO to debt
above 45%.

S&P said, "We could revise the outlook to stable if we believe that
adjusted FFO to debt will remain consistently between 30% and 45%,
or Lufthansa is unable to improve its EBITDA margin to at least
15%, for example, because the strong recovery in leisure travel
year to date loses steam or air passenger yields weaken. This may
lead us to negatively reassessing its business risk profile to fair
from the current satisfactory assessment."

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

S&P said, "Social factors are a negative consideration in our
credit rating analysis. This reflects the correlation of air
passenger traffic and Lufthansa's operating performance with health
and safety risk. In general, Lufthansa was hard hit by the
pandemic, a health and safety risk, and we lowered its rating by
four notches. Following the lift of pandemic-related travel
restrictions it has been seeing a significant recovery in domestic
and European short-haul leisure, in particular, while business and
some international flying is taking longer to return. In 2022,
demand for Lufthansa's flights (as measured in RPKs) recovered to
about 70% of 2019 levels from just 30% in 2021. In 2023, we expect
the recovery to continue, but still forecast RPKs up to 15% below
pre-pandemic levels."

Environmental factors are a moderately negative consideration, like
the broader airline industry, reflecting pressures to reduce
greenhouse gas emissions. Therefore, Lufthansa will continue
upgrading its fleet, which is about 13.1 years old, with more
fuel-efficient aircraft. This will lead to a moderate increase in
capex above deflated pandemic levels, which S&P expects to be
largely in line with the fleet's annual depreciation.


GRUNENTHAL GMBH: Moody's Rates New EUR300MM Sr. Secured Notes 'B1'
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Moody's Investors Service assigned a B1 rating to Grunenthal GmbH's
proposed EUR300 million backed senior secured notes due 2030. The
B1 corporate family rating and B1-PD probability of default rating
of Grunenthal Pharma GmbH & Co. KG (Grunenthal or the company),
Grunenthal GmbH's parent company, remain unchanged. The outlook on
both entities is positive.

Proceeds from the proposed notes will be used to repay the EUR200
million bridge loan facility established in July 2022 to partially
fund the Nebido acquisition and EUR75 million of promissory notes
maturing in 2024, cover transactions costs and fund cash on balance
sheet.

RATINGS RATIONALE

The assignment of the B1 rating to the proposed notes reflects
their pari passu ranking with Grunenthal GmbH's existing backed
senior secured notes also rated B1, in line with Grunenthal's CFR.
In addition, the proposed notes issuance is leverage-neutral with
proceeds primarily used to repay existing debt of the company.

In 2022, Grunenthal's performance was strong, supported by
continued revenue growth of its largest-selling drug, Palexia,
which has lost its regulatory exclusivity in Europe in 2021 but
only faced very limited generic competition, as well as the ramp-up
of Qutenza in the US and growth of most of its other main brands.
This translated into strong free cash flow generation in excess of
EUR200 million and a Moody's-adjusted debt/EBITDA ratio of 3.0x.
However, in 2023, Palexia will start to face stronger competition
from generics, which are now expected to be substitutable in some
of Grünenthal's largest markets, and Moody's expects this to
result in a substantial decline in Palexia revenue. Moody's expects
that Grunenthal will mitigate the drop in Palexia revenue and
earnings with growth of other brands, notably Qutenza and Vimovo,
and the addition of new revenue from recently-announced
acquisitions, including Nebido which generates high margins.

In 2023-24, Moody's projects leverage (Moody's-adjusted gross
debt/EBITDA) to increase to 3.3x-3.8x, which is slightly outside of
Moody's upgrade triggers, as EBITDA will be impacted by lower
Palexia volumes and prices, greater marketing investments behind
Qutenza, higher R&D spend and increased acquisition integration
costs. Free cash flow will also be more modest, in the EUR50
million-EUR100 million range on average over 2023-24, because of
the impact of cash restructuring expenses and inventory build-up
related to recent acquisitions. However, the positive rating
outlook continues to consider Grunenthal's good operational
execution in recent years and an expectation that the company will
further strengthen its business profile, notably through the
successful ramp-up of Qutenza and greater diversification from
recently-acquired products. Moody's also expects that Grunenthal
will maintain financial policies primarily focused on business
growth rather than shareholder returns and a selective acquisition
strategy mostly funded with its available cash.

The B1 rating of Grunenthal continues to incorporate its
diversified product portfolio of established brands which supports
solid free cash flow generation; its expertise in the therapeutic
area of pain, including R&D capabilities; and good liquidity.

However, Grunenthal's rating also takes into account its small
size, which limits economies of scale and increases earnings
volatility; the risk of earnings volatility related to the expected
entrance of generics of its largest-selling drug Palexia; its
limited late-stage pipeline, as projects under development will not
generate significant earnings over the next three years; and the
risk of debt-funded acquisitions.

LIQUIDITY

Grunenthal has good liquidity, underpinned by a sizable cash
position of EUR276 million as of December 31, 2022, access to a
EUR500 million revolving credit facility (RCF) maturing in 2028,
which is currently undrawn, and projected positive free cash flow
of EUR50million-EUR100 million annually in 2023-24. Pro forma the
refinancing, the company's next debt maturity is the EUR400 million
backed senior secured notes due November 2026 issued by Grunenthal
GmbH.

ESG CONSIDERATIONS

Grunenthal, like most pharmaceutical companies, faces highly
negative social risk exposures (S-4). These include litigation
risks and compliance risks related to the industry's high
manufacturing standards. The company produces opioid products, but
it does not commercialize opioids in the US, where the risk of
litigation is highest. In Europe and its other markets, it is not
currently part of litigation on opioids. The company has set up
several governing bodies and compliance frameworks to ensure that
its opioid products are properly marketed and, since 2017, the
company has been focusing its pipeline developments on non-opioid
drugs. Grunenthal has limited exposure to the US, where the risk of
a policy shift on drug prices is highest.

Grunenthal has moderately negative exposure to governance
considerations (G-3). The G-3 reflects a concentrated ownership and
a track record of debt-funded acquisitions to mitigate declining
sales of its mature drug portfolio and strengthen its pipeline, but
the company has a conservative liquidity management and internal
leverage target of net debt/EBITDA at 2.5x or below.

STRUCTURAL CONSIDERATIONS

The proposed EUR300 million backed senior secured notes have
similar terms to Grunenthal GmbH's existing backed senior secured
notes. Pro forma the refinancing, the company's capital structure
will mostly comprise EUR1,250 million of backed senior secured
notes and a EUR500 million RCF all issued at the level of
Grunenthal GmbH, the main operating company of the group and a
subsidiary of Grunenthal Pharma GmbH & Co. KG. The backed senior
secured notes and RCF are guaranteed by Grunenthal GmbH's parent
company and some of the company's subsidiaries, with the issuer and
the guarantors representing in excess of 90% of the company's
unconsolidated EBITDA.

All debt instruments share the same collateral which essentially
comprises share pledges on Grunenthal GmbH and offer limited
protections to creditors in case of a default. Therefore, Moody's
has modelled all instruments as unsecured in its waterfall. Moody's
rates the proposed backed senior secured notes B1, in line with the
CFR, and ranks them in line with other financial debts and
operating leases. Moody's bases its calculation on a 50% family
recovery rate and the PDR is therefore aligned with the CFR at
B1-PD.

RATIONALE FOR THE OUTLOOK

The positive rating outlook reflects Moody's expectation that,
despite an expected increase in leverage in 2023-24, the company
will continue its good operational execution, including the
successful growth of Qutenza, which will contribute to offset the
revenue loss from Palexia, and it will further strengthen its
business profile. The rating outlook could be stabilized if the
company fails to demonstrate the improvements including successful
integration of its acquisitions.

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

Moody's could upgrade Grunenthal's rating if the company is able to
offset the revenue and earnings loss from Palexia with the growth
of Qutenza and its other drugs, and sustain positive organic growth
and an EBITDA margin of around 20% or higher, while also advancing
its late-stage pipeline. Quantitatively, a positive rating action
would require Grunenthal to maintain Moody's-adjusted debt/EBITDA
of less than 3.5x and robust FCF, both on a sustained basis.

Conversely, Grunenthal's rating could come under pressure if its
earnings decline for a prolonged period. Moody's could also
downgrade Grunenthal's rating if its Moody's-adjusted debt/EBITDA
remains above 4.5x for a prolonged period, for instance, because of
a debt-financed acquisition.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Pharmaceuticals
published in November 2021.

COMPANY PROFILE

Founded in 1946 and headquartered in Aachen, Germany, Grunenthal
GmbH is a family-owned pharmaceutical company focused on pain
therapies. It is one of the world's largest seller of centrally
acting analgesics, which are compounds that inhibit pain by acting
on the central nervous system. In 2022, the company generated
EUR1.7 billion of revenue. Grunenthal owns a portfolio of about 100
products that it sells in more than 100 countries.

GRUNENTHAL GMBH: S&P Rates New Senior Secured Notes 'BB-'
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S&P Global Ratings assigned its 'BB-' long-term issue rating to
German pharmaceutical company Grunenthal Pharma GmbH & Co. KG's
(Grunenthal) proposed senior secured notes.

The notes which will be issued by Grunenthal GmbH, the
Germany-based main operating entity of the group, will likely
amount to EUR300 million and rank pari passu with and benefit from
the same security package as the existing notes outstanding. This
includes a first-priority pledge over all the issuer's shares, a
security assignment of intercompany loans granted by the parent
guarantor to the issuer, Grunenthal Pharma GmbH & Co. KG, and a
first-priority pledge over the German bank accounts held by the
issuer and parent guarantor. The proceeds will be used to repay the
EUR75 million Schuldschein private placement notes due August 2024,
the EUR200 million bridge loan facility due July 2025 used to fund
the acquisition of Nebido from Bayer in 2022, and to cover related
transaction fees.

The transaction is therefore largely leverage neutral and will
further improve the debt maturity profile with no large refinancing
needs until 2026 when the EUR400 million senior secured notes are
due. During March 2023, the company further bolstered its already
solid liquidity profile by increasing its committed revolving
credit facility with club banks to EUR500 million and extending the
maturity to 2028.

The new issuance comes on the back of the company's expected solid
financial results in 2022. Grunenthal reported a total revenue base
of about EUR1.65 billion and S&P Global Ratings-adjusted EBITDA of
about EUR416 million, translating into adjusted leverage (gross
debt to EBITDA) of 3.1x. This included the pro-rata contribution of
the Nebido drug acquisition in 2022, and far exceeded the pro-forma
sales of EUR1.5 billion and EUR430 million thresholds we expected.
S&P attributes this to two factors:

-- The lack of a generic entry--versus our mid-year 2022
assumptions--for top-selling drug Palexia (20% of 2022 sales, up 5%
year on year); and

-- The overall resilience of the mature off-patent portfolio of
drugs--notably Nexium, Versatis, Crestor, and Tramal--supported by
solid medical quality outcomes for patients.

In addition, Qutenza (4.6% of sales), the only strongly
patent-protected and still in early commercialization phase drug,
continues to expand rapidly and is a long-term growth driver. S&P
expects sales will particularly accelerate in the U.S., where the
company made additional investments in commercial infrastructure
over 2022.

In 2023, Grunenthal faces headwinds from expected sales and EBITDA
erosion on the existing off-patent product portfolio, particularly
from the expected substitutable generic entry for Palexia in
Germany at the pharmacy level following a negative regulatory
change. S&P said, "That said, we believe the company will remain
resilient, and contain the potential increase in adjusted (gross)
debt to EBITDA to about 3.2x-3.4x, which affords some rating
headroom for prudent discretionary spending. Beside Palexia, we
anticipate the rest of the mature drugs franchise will remain
broadly stable, with a strong EBITDA contribution from Nebido and
Crestor under phased takeover agreements with AstraZeneca and
Bayer, respectively."

Grunenthal has largely completed the restructuring of its European
commercial salesforce, thereby shifting the distribution channel
toward the stickier pain-specialist model. S&P's current credit
metrics incorporate about EUR84 million of cash outflows in 2023
for the acquisition (announced in late 2022) of 51% of the joint
venture with Kyowa Kirin International PLC (KKI). Grunenthal is
obtaining a portfolio of largely mature off-patent products that
will not be EBITDA accretive until 2026.


MONITCHEM HOLDCO 3: Moody's Rates New EUR670MM Secured Notes 'B3'
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Moody's Investors Service has affirmed Monitchem Holdco 2 S.A.'s
(CABB or the company) B3 corporate family rating and B3-PD
probability of default rating. Concurrently, Moody's has assigned a
B3 instrument rating to the proposed EUR670 million backed senior
secured notes due 2028 (fixed and floating rate notes) to be issued
by Monitchem Holdco 3 S.A. The outlook remains stable.

The proceeds from the proposed EUR670 million debt issuance will be
used primarily to refinance the company's existing debt and to pay
for transaction-related fees. Moody's expects to withdraw the
instrument ratings, which were unaffected by this rating action, on
the company's existing debt instruments upon repayment. The
proposed capital structure includes also a proposed EUR110 million
super senior RCF (ssRCF, unrated). The ratings incorporate the
expectation that the company will execute its the proposed
refinancing transaction.

RATINGS RATIONALE

The contemplated refinancing transaction will extend CABB's
maturity profile, which Moody's views as credit positive, but will
also increase interest costs further while the company lacks a
track record of consistent positive free cash flow generation.

Moody's estimates the company's gross leverage, on a pro forma
basis for the proposed capital structure, to be around 4.6x
(excluding currency gains on intercompany loans) in 2022, which is
significantly below the company's historical levels and solid for
its B3 rating. CABB's management-adjusted EBITDA increased by
around 27% to EUR163 million in 2022 from EUR128 million in 2021 on
the back of exceptionally high market prices for caustic soda, good
demand for its products and the company's ability to pass through
higher input costs.

The level of earnings in 2022 was materially better than both
Moody's and management expected, however Moody's forecasts earnings
to decline and gross leverage, as adjusted and defined by Moody's,
to increase gradually starting from H2 2023 towards 5.5x over the
next 12-18 months driven by a normalization of prices. With the
publication of Q4 results, management guided to an EBITDA growth in
a low single-digit percentage range in 2023. High caustic soda
prices were caused by low utilisation rates in the European
chlorine production due to high energy prices and weak demand in
chlorine's main end market, polyvinyl chloride, to which the
company has no direct exposure. Caustic soda is a by-product of
CABB's chlorine production, which it sells to a large extent to
third parties.

Historically, the company generated negative Moody's-adjusted free
cash flow (FCF) (after interest costs) mainly because of high
growth capital spending and interest costs. Over the last five
years, the company generated positive Moody's-adjusted FCF only
twice, in 2019 and 2022, while the amount in 2019 was immaterial.
Though the company increased its earnings and deleveraged over the
last years, it faces now higher interest costs due to the tighter
financial conditions. The higher expected interest costs in
combination with a lack of track record of generating consistent
positive free cash flow are the main constraining factors for the
rating despite the moderate gross leverage for the B3 rating
category.

More generally, the B3 CFR is constrained the company's modest
scale; narrow product portfolio, which is heavily geared towards
the agrochemicals industry; relatively high level of customer
concentration in its Exclusives & Specialties business unit; lack
of track record of generating consistent positive free cash flow,
especially given that the company now faces higher interest costs;
and Moody's expectation that its EBITA interest coverage will be
below 1.5x over the next 12-18 months weigh negatively on the
credit profile.

However the rating reflects also positively the company's position
as the second largest European contract development and
manufacturing organization (CDMO) for customised active ingredients
in crop protection and as the largest European producer of
monochloroacetic acid (MCA); high barriers to entry, including high
switching costs for its customers because of the high level of
integration, and a relatively high level of visibility in its CDMO
business; material exposure to more defensible end markets, such as
agriculture and personal care; and its well-established customer
base of large blue-chip chemical companies.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that the company's
earnings will gradually normalize. The stable outlook also
incorporates the expectation that the company will execute the
proposed refinancing transaction and that the company continues to
maintain an adequate liquidity profile.

LIQUIDITY

CABB's liquidity profile is adequate. Pro forma for the proposed
transaction, CABB would have an estimated cash balance of around
EUR44 million and access to the proposed EUR110 million super
senior RCF. The proposed ssRCF is subject to a springing financial
covenant. In combination with forecasted funds from operations,
these funds are sufficient to cover capital expenditure, working
capital swings and day-to-day cash needs. The company also has
access to a committed securitization line to manage working capital
swings, which is renewed annually.

ESG CONSIDERATIONS

Governance considerations are a key driver in this action,
reflecting the company's proposed actions to refinance its debt
facilities and address current debt maturities. Considerations
include CABB's aggressive financial policies, illustrated by its
leveraged capital and high capex spending. The management team is
supervised by an advisory board which also includes independent
members, nonetheless Moody's expect its main shareholder, Permira,
to ultimately decide on the company's financial policy. Since late
2021, CABB's owner Permira has been considering a sale or an IPO of
the business. The company benefits from solid reporting standards
with a relatively low amount of pro forma adjustments, though the
depth of disclosures is lower compared to most publicly listed
companies.

STRUCTURAL CONSIDERATIONS

The instrument rating for the proposed senior secured notes is B3,
in line with the corporate family rating for CABB, because the
senior secured instruments have a dominant position in the capital
structure. However, the super senior RCF shall get priority over
the collateral proceeds. The senior notes are secured by a pledge
over certain shares, intercompany receivables and assets of the
company's US subsidiary Jayhawk Fine Chemicals Corporation. Also,
the senior secured notes benefit from upstream guarantees from the
vast majority of the group's operating subsidiaries.

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

Moody's could upgrade CABB's rating if (1) the company's adjusted
gross leverage remains below 5.5x on a Moody's adjusted basis on a
sustainable basis; (2) the company builds a track record of
generating substantial positive free cash flow; (3) adjusted
EBITA/interest cover remains well above 1.5x while (4) it maintains
an adequate liquidity profile.

Moody's could downgrade CABB's rating would arise if (1) the
group's adjusted gross leverage increases towards 6.5x on a Moody's
adjusted basis; or (2) adjusted EBITA/interest approaches 1x; or
(3) operating performance weakens as evidenced by adjusted EBITDA
margins falling below 20% on a sustained basis; or (4) FCF becomes
negative; or (5) the liquidity profile were to weaken.

LIST OF AFFECTED RATINGS

Assignments:

Issuer: Monitchem Holdco 3 S.A.

BACKED Senior Secured Regular Bond/Debenture, Assigned B3

Affirmations:

Issuer: Monitchem Holdco 2 S.A.

Probability of Default Rating, Affirmed B3-PD

LT Corporate Family Rating, Affirmed B3

Outlook Actions:

Issuer: Monitchem Holdco 2 S.A.

Outlook, Remains Stable

Issuer: Monitchem Holdco 3 S.A.

Outlook, Remains Stable

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Monitchem Holdco 2 S.A. (CABB), based in Sulzbach am Taunus,
Germany, is a leading European producer of customised active
ingredients, advanced intermediates and specialty chemicals with a
strong focus on the agrochemicals industry. The business operations
are organised into two business units, Exclusives & Specialties and
Advanced Intermediates & Base Chemicals. In 2022, the company
generated revenues of EUR755 million and company-adjusted EBITDA of
EUR163 million. Since 2014, the company is ultimately owned by
funds managed by Permira.



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OAK HILL VII: Moody's Affirms B3 Rating on EUR10MM Class F Notes
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Oak Hill European Credit Partners VII Designated
Activity Company:

EUR43,600,000 Class B Senior Secured Floating Rate Notes due 2031,
Upgraded to Aa1 (sf); previously on May 4, 2021 Assigned Aa2 (sf)

EUR25,200,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to A1 (sf); previously on May 4, 2021
Affirmed A2 (sf)

EUR27,200,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Baa2 (sf); previously on May 4, 2021
Affirmed Baa3 (sf)

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

EUR240,000,000 Class A Senior Secured Floating Rate Notes due
2031, Affirmed Aaa (sf); previously on May 4, 2021 Assigned Aaa
(sf)

EUR24,300,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Ba3 (sf); previously on May 4, 2021
Affirmed Ba3 (sf)

EUR10,000,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed B3 (sf); previously on May 4, 2021
Affirmed B3 (sf)

Oak Hill European Credit Partners VII Designated Activity Company,
issued in December 2018 and refinanced in May 2021, is a
collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European loans. The portfolio is
managed by Oak Hill Advisors (Europe), LLP. The transaction's
reinvestment period will end in April 2023.

RATINGS RATIONALE

The upgrades on the ratings on the Class B, C and D notes are
primarily a result of the benefit of the shorter period of time
remaining before the end of the reinvestment period in April 2023.

In light of reinvestment restrictions during the amortisation
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analysed the deal
assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements. In particular, Moody's assumed that
the deal will benefit from a shorter amortisation profile than it
had assumed at the last rating action in May 2021.

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

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

Performing par and principal proceeds balance: EUR395,704,323.54

Defaulted Securities: EUR1,469,020

Diversity Score: 54

Weighted Average Rating Factor (WARF): 2905

Weighted Average Life (WAL): 4.23 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.78%

Weighted Average Coupon (WAC): 4.80%

Weighted Average Recovery Rate (WARR): 44.48%

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

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

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

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

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

Additional uncertainty about performance is due to the following:

Portfolio amortisation: Once reaching the end of the reinvestment
period in April 2023, the main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.

Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which could
lengthen as a result of the manager's decision to reinvest in new
issue loans or other loans with longer maturities, or participate
in amend-to-extend offerings. The effect on the ratings of
extending the portfolio's weighted average life can be positive or
negative depending on the notes' seniority.

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

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



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

KEVLAR SPA: Moody's Assigns 'B3' CFR, Rates New Secured Notes 'B3'
------------------------------------------------------------------
Moody's Investors Service has assigned a B3 corporate family rating
and a B3-PD probability of default rating to Kevlar S.p.A. (Kedrion
or the company), the parent company of the plasma-derivative
producer Kedrion S.p.A. Moody's has also assigned a B3 rating to
the proposed $790 million backed senior secured notes due 2029 and
to the $75 million senior secured term loan A (TLA) issued by the
company. The outlook is positive.

On September 1, 2022, funds advised by Permira and Kedrion's
existing shareholders jointly acquired and combined Kedrion and Bio
Products Laboratory (BPL). The total consideration was around $2.5
billion, funded via $1.5 billion of equity, a $865 million bridge
loan and a $165 vendor loan, outside or the restricted group.
Proceeds from the notes and the TLA will be used to repay the
outstanding bridge loan.

"The B3 rating reflects Kedrion's relatively high initial leverage
and initially weak cash flow generation, which offset the benefits
of its good business profile because of its positioning in the
attractive plasma derivatives market, where barriers to entry are
high," says Lorenzo Re, a Moody's Vice President – Senior Analyst
and lead analyst for Kedrion.

"The integration with BPL offers opportunities for cost synergies
and expansion into untapped market segments, which will drive an
improvement in operating performance and credit metrics over the
next 18-24 months,", adds Mr. Re.

RATINGS RATIONALE

Kedrion's B3 CFR is supported by the positive industry fundamentals
with rising demand for plasma-derived products and high barriers to
entry, and the company's positioning as the world's fifth largest
plasma derivatives producer by revenue, with around 6% market share
globally. The company has global presence, with an improved
geographical diversification following the integration with BPL. It
also benefits from diversified plasma procurement sources,
resulting in a plasma surplus.

At the same time, Kedrion's concentration on plasma-derived
products and its limited scale and market share against its main
competitors constrain its credit quality. The rating is also
constrained by Kedrion's initial leverage, with Moody's adjusted
gross leverage at 6.5x in 2022 pro forma, and by its weak Free Cash
Flow (FCF) generation profile in the next 24 months because of high
one-off costs, start-up cost and investments to support the
company's growth plans.

Before the integration Kedrion's historical performance over the
past three years has been weak because of the effects of the COVID
pandemic, which resulted in a decline of US plasma collection
volumes and high donor fees. Kedrion was able to maintain a surplus
of plasma in the last few years, including during the pandemic and
plans to further increase its plasma collection capacity. This will
allow the company to reduce its supply risk, which is key given the
industry structural undersupply. However, the sale of excess plasma
to third parties, which is done at low profitability levels, will
continue to dilute the company's margin.

The recovery in plasma collection volumes, that in the first two
months of 2023 have returned to close the pre-pandemic levels, and
price increases, that partly offset the still high collection
costs, should support sales growth and margin recovery in 2023. The
improved product portfolio will also allow Kedrion to better
exploit some untapped market segments, such as albumin export in
China and immunoglobulin market in the US. The integration with BPL
will allow significant cost savings, mainly because of the
redirection of Kedrion's plasma surplus to BPL, who suffered from
plasma shortages, and the better utilization of some underutilized
fractionation capacities. As a result, Moody's expects the group's
sales to grow at annual rates between high single digit and low
double digit through 2026, with EBITDA margin improving towards
17-19% from 14% in 2022.

However, the company's growth will be supported by sizeable
start-up costs and expansion investment to open new plasma
collection centers and increase fractionation capacity. Therefore,
Kedrion's FCF will remain negative in 2023. Under its own plan, the
company should be able to generate positive FCF already in 2024.
However, this improvement remains subject to execution risk related
to the integration with BPL, as well as the reduction of one-off
costs, related among others to some litigations, operational issues
at some production plants and implementation of the product lines
for a new product. Under its more conservative approach, Moody's
expects FCF to remain negative in 2024, before turning positive in
2025. Moody's forecasts that Kedrion's credit metrics will remain
weak in 2023 with its gross leverage at above 6x and its
EBITA/interest coverage at around 1.6x, improving towards 5.0x and
2x respectively in 2024. Failure to execute the planned integration
and capacity expansion at the expected costs, leading to a slower
improvement in the cash generation profile, could therefore exert
negative pressure on the outlook or the rating.

RATING OUTLOOK

The positive outlook assumes that Kedrion will be able to achieve
the anticipated synergies from BPL integration, increase its cash
generation capacity and improve its credit metrics, with
Moody's-adjusted gross debt/EBITDA improving towards 5.0x over the
next 18-24 months. A material underperformance on the business
plan, leading to a weaker cash generation profile, could lead to a
stabilization of the outlook.

LIQUIDITY

Considering the refinancing transaction, Kedrion's liquidity is
adequate. Liquidity is mainly supported by a cash balance of about
EUR160 million as of December 31, 2022 and access to an undrawn
revolving credit facility (RCF) of EUR175 million maturing in March
2029. Moody's forecasts the company's free cash flow to remain
negative in both 2023 and 2024, mainly because of the BPL's
integration costs, large expansionary capex and start-up costs, and
still-sizeable other one-off costs. Moody's expects Kedrion's cash
generation to materially improve from 2025, as operating
performance improves. The RCF includes a springing drawstop
covenant of senior secured net leverage not exceeding 6.0x, tested
when the facility is more than 40% drawn. Moody's forecasts that
the company will maintain ample capacity under this covenant.

ESG CONSIDERATIONS

Kedrion's ESG credit impact score is highly negative (CIS-4),
reflecting the high exposure to governance risks, because of its
concentrated ownership, and social risks, mainly driven by its
exposure to product safety risks.

Kedrion's exposure to environmental is neutral-to-low (E-2), in
line the medical product and device industry, with no significant
environmental exposures that are materially different from the
industry norm.

Kedrion's exposure to social risks is highly negative (S-4). Social
considerations include product safety risk, litigation exposure,
high manufacturing compliance, and exposure to regulatory
oversight. Kedrion is exposed to product safety risk because of the
risk of contamination at plasma collection centers and production
facilities, although the company has a good safety track record and
is subject to strict safety procedures. It also has a large
exposure to the US market where the risk of future pricing pressure
is among the highest. However, plasma-derived products are not
eligible for drug price negotiation by the Centers for Medicare and
Medicaid Services. In addition, there are no substitutes or
generics for its products, which often treat life-threatening
conditions, and that mitigates pricing pressure risk to some
degree.

Kedrion's exposure to governance risks has a highly negative impact
on the credit rating (G-4), reflecting its financial policy and
concentrated ownership. The company is majority controlled by
Permira and — as is often the case in highly levered,
private-equity-sponsored deals — has a high tolerance for
leverage and lacks an independent Board of Director.

STRUCTURAL CONSIDERATIONS

The B3 rating assigned to the $790 million backed senior secured
notes and the $75 million TLA are in line with Kedrion's corporate
family rating (CFR), reflecting the fact that the notes and TLA
rank pari passu among them and represent most of the group's
financial debt. While the EUR175 million super senior RCF ranks
senior to the notes and the TLA, its size is not enough to cause a
notching down of the other instruments.

The B3-PD PDR reflects Moody's assumption of a 50% family recovery
rate, consistent with a capital structure that includes bonds and
bank debt. The notes and the TLA are secured by share pledges and,
with some limitations, assets in the US subsidiaries and are
guaranteed by subsidiaries representing at least 80% of the group's
EBITDA.

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

Moody's could upgrade Kedrion if it was to generate sizeable and
sustained positive free cash flow and improve its credit metrics,
with its Moody's-adjusted debt/EBITDA ratio reducing below 5.5x and
its EBITA/interest coverage increasing to above 1.75x on a
sustained basis.

Conversely, Moody's could downgrade Kedrion if its free cash flow
remains negative for a prolonged period, leading to a deterioration
of its liquidity profile, its leverage remains above 6.5x and its
EBITA/interest coverage deteriorates towards 1.0x on a sustained
basis.

LIST OF AFFECTED RATINGS

Assignments:

Issuer: Kevlar S.p.A

Probability of Default Rating, Assigned B3-PD

LT Corporate Family Rating, Assigned B3

Senior Secured Bank Credit Facility, Assigned B3

BACKED Senior Secured Regular Bond/Debenture, Assigned B3

Outlook Action:

Issuer: Kevlar S.p.A

Outlook, Assigned Positive

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Medical
Products and Devices published in October 2021.

CORPORATE PROFILE

Kevlar S.p.A. (Kedrion) is the parent company of the Kedrion group,
a biopharmaceutical company that collects and fractionates plasma
to produce and distribute plasma-derived products that are used for
the prevention and treatment of conditions such as hemophilia,
primary immunodeficiencies and Rh sensitization. In 2022, Kedrion
completed the acquisition of its competitor BPL. The new integrated
group has a global market share of around 6% and it is the
fifth-largest producer of plasma-derived products in terms of
revenue. Pro-forma for the BPL acquisition, Kedrion generated
EUR1.1 billion in revenue and EUR160 million in Moody's-adjusted
EBITDA in 2022.

Kedrion is controlled by the private equity fund Permira and other
co-investors, that hold 63% of the capital. Other shareholders are:
the Marcucci family (Kedrion's founder), Cassa Depositi e Prestiti
S.p.A. (CDP, Baa3 negative) and Fondo Strategico Italiano.  

KEVLAR SPA: S&P Assigns 'B' Long-Term ICR, Outlook Stable
---------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to specialty pharmaceutical group Kevlar SpA, and its 'B' issue
rating and '3' recovery rating (rounded estimate: 60%) to the
group's proposed $75 million senior secured term loan A and $790
million senior secured bond. S&P also affirmed its 'B' rating on
Kedrion.

The stable outlooks indicate S&P's expectation that Kevlar's EBITDA
will continue to grow, supported by the successful integration of
BPL, materialization of synergies, the positive dynamics of the
plasma derivatives market, and the group's increasing market share
in the U.S., although the integration and the required investment
will result in free operating cash flow (FOCF) being largely
negative in 2023 and turning positive only in 2025.

On Sept. 1, 2022, Permira Funds--together with certain
co-investors, including Platinum Ivy, an indirect subsidiary of the
Abu Dhabi Investment Authority (ADIA), and Ampersand--and Kedrion
Biopharma's (Kedrion) existing shareholders, jointly acquired
Kedrion and U.K. competitor Bio Products Laboratory (BPL) to create
Kevlar SpA, the fifth-largest player in human blood-plasma-derived
therapies, for a total consideration of EUR2.5 billion.
Kevlar used about a EUR1.7 billion equity contribution (including a
$165 million vendor loan) and is looking to raise a $75 million
senior secured term loan A and $790 million of senior secured notes
to refinance the existing drawn bridge facilities, as well as
issuing a new super senior revolving credit facility (RCF) of
EUR175 million.

Kevlar enjoys a vertically integrated business model, favorable
access to plasma, and an enhanced and well-diversified portfolio of
products. With an expected 6% market share, Kevlar, which
integrates Kedrion and BPL, will become the fifth-largest plasma
producer globally in an industry that has been largely dominated by
three groups: CSL (21%), Grifols (22%), and Takeda (20%). However,
Kevlar holds a strong position in the markets it operates in, such
as a No. 1 position in Italy (about 35% market share), a leading
position in GammaPlex, and exclusive orphan disease designations
for its rare-disease portfolio. It also has a strong presence in
specific niches in core markets such as anti-rabies, rare diseases,
and factor X in the U.S. In our view, scale is an important factor
in the plasma industry since large groups can secure better prices
and larger-volume contracts, and they benefit from barriers to
entry in terms of their extensive manufacturing footprints. Kevlar
collects and fractionates human plasma and distributes
plasma-derived products worldwide. These products are used to treat
rare and debilitating conditions such as primary immunodeficiency,
hemophilia, Rh sensitization, and contagious diseases. The combined
entity will benefit from 78 plasma-collection centers worldwide and
seven manufacturing facilities across the U.S., Hungary, Italy,
U.K., and Canada.

S&P said, "We expect the demand for plasma-derived proteins to
increase by 6%-7% over the next three years. Kevlar operates in the
unique and dynamic EUR20 billion plasma derivatives market. The
market's favorable prospects reflect longer life expectancy, new
diseases, improved diagnosis of certain rare conditions that are
treated with plasma protein therapies, and increased diagnosis of
immunoglobulin (IG) deficiencies. Given that plasma is a key
constituent of life-saving drugs, the plasma industry--collection
and fractionation (the process of separating plasma from blood)--is
highly regulated and benefits from high barriers to entry. This is
because it requires sizable capital expenditure (capex), and there
is a long lead time before capacity is built, certified, and
operational. The risk of substitution or generic competition is
limited because of the importance of production expertise in the
industry. The only alternatives to some plasma-derived products are
recombinants--genetically engineered clotting factors--which are
more expensive and more difficult to create. A strict adherence to
regulatory and quality standards is also important in the plasma
industry. Failure to comply with the U.S. Food and Drug
Administration (FDA) or other regulatory bodies' requirements could
hinder the group's operations substantially.

"We forecast continued revenue growth in 2023-2024 of about 15%,
supported by strong demand for IG, further penetration into the
U.S., and new business opportunities in Asia. The combined entity
will have material exposure to the U.S. (about 55% of revenue),
which is expected to continue increasing. This is a positive
consideration as the U.S. is the world's largest market for plasma
derivative products. Kevlar will especially leverage on the fastest
growing IG product in the U.S., GammaPlex (BLP's top IG product),
thanks to its shorter infusion times than similar intravenous (IV)
IG products. The combined entity contracts, with 12 specialty
pharmacies for GammaPlex in the next three years and long-term
committed volume contracts that have flexible pricing. Similarly,
we also expect that BPL will allow Kevlar to expand its operations
in the fast-growing (14% per year) approximately $3 billion Chinese
albumin market. BPL's albumin product, Albuminex, represents a
70%-80% premium pricing opportunity versus other markets in an
attractive and undersupplied niche. Overall, then, and thanks to
Kedrion's privileged access to plasma, the combined group will
benefit from an enhanced platform to drive future growth, which
supports our fair business risk assessment.

"Kevlar's broad customer base and good geographical diversity are
offset by its limited manufacturing footprint compared with those
of its peers. The group's customer base is well diversified and not
dependent on one single customer or national tender. Kevlar's main
customers are government authorities, national health services
(through tender awards), and private distributors. We expect the
group's presence in the U.S. to increase, which should drive growth
in margins. Similarly, the launch of its IG product KIG10 should
drive future growth and offset the agreement expiry with Grifols on
GammaKed. Having said that, Kevlar has only seven manufacturing
sites, of which only four are capable of fractionation,
highlighting the group's dependence on a limited number of plants.
Any operational setbacks or bottlenecks could significantly damage
the group's operations and, hence, its profitability. We understand
the near-term objective is to obtain European and American
authorities' (EMA and FDA) approval for a manufacturing site in
Italy for the KIG10 product. We also see FDA product approval and
ability to scale up the business as the main business risks.

"Kedrion's S&P Global Ratings-adjusted leverage will likely
stabilize below 6.0x by 2024. We expect lower profitability with an
adjusted EBITDA margin of around 12% in 2023 owing to the
integration of the lower-margin BPL business and potential
higher-than-expected integration costs. This should drive adjusted
leverage well above 6.5x. We expect margin improvement, thanks
mainly to the realization of synergies, better operating leverage,
with an increasing contribution from the U.S. operations, and
cost-efficiency gains. We expect Kevlar's adjusted EBITDA margin to
remain within 15.0%-15.5% through 2024, allowing it to reduce debt
to EBITDA to about 5.0x. Our adjusted debt calculations include the
proposed $75 million senior secured term loan A, the senior secured
$790 million senior secured bond, EUR75 million of other bank and
financial liabilities (including EUR37 million of factoring debt),
$165 million of vendor loans treated as payment-in-kind debt,
EUR160 million of leases, and limited pension obligations of less
than EUR5 million. Finally, the group's liquidity will benefit from
the EUR175 million RCF, which we assume will remain undrawn with a
sufficient cash balance after completion of the bridge
refinancing.

"Rating pressure could arise from Kedrion's inability to improve
its FOCF, which we expect to remain negative over 2023-2024. We
expect capex to remain elevated at around EUR115 million-EUR120
million per year, the majority of which Kevlar will spend on
operational improvements at the plasma centers and development of
the KIG10 product. The high capex requirements will keep our
adjusted FOCF in negative territory over 2023-2024 and creates a
high degree of execution risk, in our view, which weighs on our
assessment. Furthermore, we expect negative working capital around
EUR12 million in 2023, increasing to EUR40 million in 2024, driven
primarily by changes in inventory in light of the group's
expansionary projects, putting further pressure on the group's cash
flow generation capabilities.

"The stable outlook indicates our expectation that Kevlar's EBITDA
will continue to grow, supported by the successful integration of
BPL, materialization of synergies, the positive dynamics of the
plasma derivatives market, and the group's increasing market share
in the U.S. This should allow the group to maintain adjusted debt
to EBITDA below 6x on average over 2023-2024.

"We could lower our rating if Kevlar's performance deviates from
our base case, such that the group fails to gradually deleverage
over 2023-2024. Serious operational setbacks, such as higher costs
than the group expects for plasma or the expansion of its
plasma-collection capacity, could put pressure on EBITDA and
increase leverage. We could also lower the rating if Kevlar fails
to improve its FOCF due to larger working capital swings than we
expect or higher capex than in our base-case scenario. Finally, we
could lower the rating if we regarded Kevlar's financial policy as
more aggressive than in our base case, due to unexpected and
material debt-financed acquisitions.

"We could take a positive rating action if we have evidence that
the integration plan has been smoothly executed, which would boost
the topline and unlock synergies. The group enjoys a portfolio of
products with good growth prospects, both existing and in
late-stage development, favorable access to plasma, as well as a
well-fitted industrial footprint. These three factors are poised to
significantly improve EBITDA, which should push the group's
leverage to below 5x and FOCF back to positive territory in the
medium term, in turn paving the way for an enhanced financial risk
profile and a better rating. We would also require a clear
commitment from the sponsor to maintain leverage below 5.0x."

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

S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of Kevlar, because of
its controlling ownership. We view financial sponsor-owned
companies with aggressive or highly leveraged financial risk
profiles as demonstrating corporate decision-making that
prioritizes the interests of the controlling owners." This also
reflects the generally finite holding periods and a focus on
maximizing shareholder returns.

Social considerations encompass the group's investments in research
and development to serve unmet needs and its contribution to lessen
the impact of devastating diseases and fight rare diseases.


LOTTOMATICA SPA: Moody's Puts 'B1' CFR on Review for Upgrade
------------------------------------------------------------
Moody's Investors Service has placed Lottomatica S.p.A.'s ratings
on review for upgrade, including the B1 corporate family rating,
B1-PD probability of default rating, and the B1 instrument ratings
on the EUR340 million senior secured notes, the EUR300 million
senior secured floating rate notes, the EUR575 million senior
secured notes all due 2025 and the EUR350 million senior secured
notes due 2027. Concurrently, Moody's has placed the B3 instrument
rating on the EUR400 million backed senior secured PIK Toggle notes
due 2026 issued by Gamma Bondco S.a r.l. ("Gamma Bondco") on review
for upgrade. At the same time, Moody's has changed the outlook for
both entities to ratings under review from stable.

The rating action is driven by the announcement from Lottomatica
Group S.p.A., the holding company for Lottomatica, of its intention
to float (ITF) on April 13, 2023. The group is planning an initial
public offering (IPO) on the Italian stock market, and will use the
majority of the proceeds to repay the 2026 backed senior secured
PIK Toggle notes and partially repay the 2025 senior secured
notes.

Moody's review for upgrade will focus on the results and final
impact of the IPO on the company's capital structure. The
conclusion of the review for upgrade will rest upon the successful
conclusion of the IPO and will likely result in an upgrade of all
ratings by a notch.

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

The expected debt repayment will result in faster deleveraging than
previously expected by Moody's. Pro forma for the proposed IPO,
adjusted gross leverage for the group is estimated by Moody's to
decrease to around 3.2x by the end of 2023 from c. 4.0x in PF2022
(including run-rate for Betflag SPA). Moody's anticipates further
de-leveraging in the next 12-18 months driven mainly by strong
performance coming from its continued organic and acquisitive
revenue growth, and benefiting from positive market trends in the
online segment.

Publicly traded companies are often less exposed to Governance
considerations, in particular to Financial Strategy and Risk
Management, under Moody's General Principles for Assessing
Environmental, Social and Governance Risks Methodology. Moody's
expects the company's financial policies will be more conservative
going forward as they are targeting a lower net leverage ratio of
2.0x to 2.5x. Moody's notes that the company will adopt a dividend
pay-out ratio of around 30% of adjusted net profit which is
relatively balanced for a public company. Moreover, the IPO will
diversify the group's funding structure, providing access to equity
capital markets. It will also lead to less concentrated ownership,
although Apollo Global Management, Inc. will continue to own up to
75% of the shares post completion of the IPO.

The rating is also supported by: (i) the company's favourable
position in the gaming value chain, underpinning the company's
resilience to adverse regulatory developments and previous
downturns; (ii) its product diversification and increasing presence
in the profitable high growth online segment; (iii) good liquidity,
supported by consistent strong free cash flow (FCF) generation; and
(iv) proven ability to integrate large targets and achieve
synergies.

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

Before the ratings were placed on review, Moody's stated that:

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

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

LIQUIDITY

Moody's expects the company's liquidity profile to be good over the
next 12-18 months. In addition to consolidated cash balances of
around EUR234.8 million as of December 2022, further liquidity
cushion will be provided by access to a fully undrawn new revolving
credit facility (RCF) of EUR350 million and Moody's expectations of
healthy free cash flows in the next 12-18 months.

The company's liquidity sources can accommodate smaller bolt-on
acquisitions. There are no significant debt maturities before
2025.

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

LIST OF AFFECTED RATINGS

Placed On Review for Upgrade:

Issuer: Lottomatica S.p.A.

Probability of Default Rating, Placed on Review for Upgrade,
currently B1-PD

LT Corporate Family Rating, Placed on Review for Upgrade,
currently B1

Senior Secured Regular Bond/Debenture, Placed on Review for
Upgrade, currently B1

Issuer: Gamma Bondco S.a r.l.

BACKED Senior Secured Regular Bond/Debenture, Placed on Review for
Upgrade, currently B3

Outlook Actions:

Issuer: Lottomatica S.p.A.

Outlook, Changed To Ratings Under Review From Stable

Issuer: Gamma Bondco S.a r.l.

Outlook, Changed To Ratings Under Review From Stable

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

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

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



===================
L U X E M B O U R G
===================

MONITCHEM HOLDCO 2: S&P Raises Long-Term ICR to 'B', Outlook Stable
-------------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
Monitchem Holdco 2 S.A. (doing business as CABB) to 'B' from 'B-'.
S&P also assigned its 'B' issue rating to the proposed senior
secured notes, with a '3' recovery rating.

The stable outlook reflects S&P's expectations that the company
will continue to grow organically and manage its cost base such
that it maintains adjusted EBITDA margin at 18%-20% area and keeps
leverage at 5.0x-6.0x through the cycle.

S&P said, "We believe CABB's credit metrics will stay commensurate
with the 'B' rating supported by increasing exposure to more
growing, predictable, and resilient segments. The company's 2022
financial results represent another year of strong performance
across business segments, improving EBITDA and cash flows. CABB
benefited from healthy demand growth for existing products, the
launch of new products, and positive price momentum for its
advanced intermediates and base segment. The company also passed
through higher input costs to customers. Consequently, adjusted
EBITDA margin improved by 145 basis points to 21.4% in 2022
(previously 19.9%). Overall, CABB's credit metrics were better than
we anticipated, with adjusted leverage reaching 4.5x and adjusted
free operating cash flow (FOCF) at about EUR27 million in 2022. We
believe the group has improved its ability to absorb some market
price volatility by investing in the business' more expanding,
predictable, and resilient parts. The company has strategically
invested about EUR80 million in growth capital expenditure (capex)
over the past three years, primarily focused on its exclusives and
specialties businesses. We consider these as supportive given its
growth prospects and exposure to resilient end markets such as crop
science, life science, and performance minerals. CABB is also
strategically pursuing a de-risking capex approach, implying
securing investments with customer agreements, which somewhat
protects the group against adverse market risks. We assume these
strategic decisions will not change. We believe these, combined
with adjusted leverage of 5x-6x through the cycle, and
neutral-to-slightly negative adjusted FOCF due to ongoing
investments required because of exposure to contract manufacturing,
are in line with the 'B' rating."

The proposed refinancing will improve CABB's capital structure and
liquidity position. The company is prudently proposing to refinance
its super senior RCF, senior secured notes, and senior unsecured
notes ahead of their maturities in 2025 for the senior secured
notes and 2026 for the senior unsecured notes. The company plans to
issue a EUR110 million super senior secured RCF and EUR670 million
of senior secured notes, split between floating- and fixed-rate.
Proceeds from the refinancing will retire senior secured and
unsecured debt totaling EUR640 million. With this transaction,
maturities will be extended to 2027 for the revolver and 2028 for
the notes. S&P factors in the corresponding improvement with the
upsized RCF in CABB's liquidity profile.

S&P said, "We believe that CABB's business model and exposure to
resilient end markets will provide some protection from volatility
in its more commoditized products. The company generates a sizable
portion of revenue (57% in 2022) from contracted business
(exclusive and specialties) with strong growth prospects. CABB's
exclusive business, which primarily serves the contract development
and manufacturing organization (CDMO) crop science market, has seen
a 7% compound annual growth rate over the past five years. Revenue
growth of CABB's exclusive business will continue to benefit from
supportive crop science industry characteristics, outsourcing
trends, and high growth in more specialized products. The specialty
business should also benefit from the fast-growing applications
such as skin care, nutrition, animal care, material for mobile
electronics (5G), and novel chemical synthesis for the
pharmaceutical industry. Still, we believe revenue and earnings
could be subject to periodic volatility due to its more
commoditized products such as monochloroacetic acid (MCA) and
caustic soda. These segments have enjoyed top-of-the-cycle trends,
and we believe prices will gradually normalize over the next 12-24
months. This results in the adjusted EBITDA margin moderating to
18%-19%.

"We expect FOCF to be close to neutral in 2023 and 2024 including
growth capex, despite overall growth in most of its markets.We
expect the company will continue with capex spending to capture
growth opportunities. Supporting factors are strong end market
demand and high plant usage rate for its CDMO business. We assume
about EUR50 million growth capex in the next 12-24 months. While we
project minimal FOCF, underlying cash flow excluding growth capex
is firmly positive, at EUR30 million in 2023 and EUR15 million in
2024.

"The stable outlook reflects our expectations that CABB will
continue to grow organically and manage its cost base such that it
maintains EBITDA margins at 18%-20% and keeps leverage in the 5x-6x
through the cycle.

"We could lower the rating if leverage were to rise above 6.5x
without the prospect of a swift recovery, combined with FOCF
turning materially negative under normalized capex spending. This
could stem from a material deterioration of market conditions or
unexpected operational risks, such as execution on growth projects.
In addition, weaker liquidity or a more aggressive financial policy
regarding capex, acquisitions, or dividends could pressure the
rating.

"We view rating upside as limited. We could raise the rating if
CABB demonstrated a track record of healthy organic growth and
solid margins, while generating sustainably solid FOCF. An upgrade
would be contingent on adjusted debt to EBITDA improving to and
staying below 5x and a strong commitment from the shareholder to
keep adjusted leverage at this level."

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

S&P said, "Environmental and social factors have no material
influence on our credit rating analysis of CABB. While the company
is exposed indirectly to more-sensitive products such as
pesticides, fungicides, and herbicides, this has no material
influence on our credit rating analysis. Governance factors are a
moderately negative consideration in our analysis, as is the case
for most rated entities owned by private-equity sponsors. Our
assessment of CABB's financial risk profile as highly leveraged
reflects corporate decision-making that prioritizes the interests
of the controlling owners, in line with our view of the majority of
rated entities owned by private-equity sponsors. Our assessment
also reflects generally finite holding periods and a focus on
maximizing shareholder returns."




=================
M A C E D O N I A
=================

NORTH MACEDONIA: Fitch Affirms 'BB+' Foreign Currency IDR to Stable
-------------------------------------------------------------------
Fitch Ratings has revised North Macedonia's Outlook to Stable from
Negative, while affirming its Long-Term Foreign-Currency (LTFC)
Issuer Default Rating (IDR) at 'BB+'.

KEY RATING DRIVERS

The revision of the Outlook on North Macedonia's IDRs reflects the
following key rating drivers and their relative weights:-

Medium

Resilience to External Shocks: North Macedonia's economy has
demonstrated resilience to the global pandemic and the spillovers
from the war in Ukraine. Macroeconomic stability has been
maintained through adherence to a credible and consistent policy
mix underpinned by the longstanding exchange rate peg to the euro,
and near-term pressure on external finances has eased.

External Finances Absorb Shock: The external sector was resilient
to the jump in the import bill from higher energy prices. Higher
imports pushed the current account deficit to a 12-year high of
6.2% of GDP in 2022, but strong inflows of net foreign direct
investments (FDI) and new external financing meant foreign-exchange
(FX) reserves rose by EUR272 million (stable in US dollar terms).

The external financing requirement will remain large this year, but
Fitch expects this to be met smoothly supported by the
pre-financing in March of a sovereign Eurobond maturity.
Disbursements under the recently agreed IMF EUR530 million
precautionary and liquidity line (PLL) and other multilateral
support will lift reserves further in 2023 and the country's repo
line with the ECB has been renewed, although coverage of current
external payments, at 3.6 months, will remain below peers' (4.2
months). Fitch forecasts the current account plus net FDI to return
to surplus in 2024.

Narrowing Fiscal Deficit: The general government deficit narrowed
to 4.5% of GDP in 2022 from 5.4% in 2021. This improvement reflects
solid revenue growth stemming from surprise inflation and the
strong labour market. Expenditure growth was contained and the cost
of energy support measures was below budget.

Fitch expects the deficit to narrow to 3.9% in 2023 and 3.2% in
2024 owing to reduced energy-support spending, tax adjustment
measures and a reviving economy. Part of these savings will be used
to finance the corridor 8/10d highway project, which the
authorities expect to cost EUR1.3 billion (around 10% of 2022 GDP)
over five years. Although spending on the highway project is
subject to execution risks, in Fitch's view the IMF programme
reduces risks to the fiscal consolidation path. A new fiscal rule
should take effect from 2025.

Path to Debt Stabilisation: Narrowing deficits will put North
Macedonia on a path to debt stabilisation with Fitch forecasting
government debt to reach 52% of GDP in 2023 ('BB' median 55.7%), up
from 50.9% in 2022. Government guarantees were 8.7% of GDP at
end-2022. Government debt is significantly exposed to FX risk, as
only 24% is local-currency-denominated, although with a further 69%
of government debt denominated in euros, these risks are mitigated
by the credible exchange-rate peg.

North Macedonia's 'BB+' IDRs also reflect the following key rating
drivers:-

High Inflation: The easing of pressure in the FX market has allowed
the central bank to focus on measures to tackle inflation, which
was 16.8% in February. The policy rate has been raised by 425bp
since March 2022 (to 5.5%), while the countercyclical capital
buffer has been increased twice to 0.75% (effective January 2024)
with the additional goal of slowing mortgage lending. Tighter
monetary policy and easing food and energy prices are set to pull
down inflation to an average of 8.3% in 2023 and 4.1% in 2024,
although this compares with a 2012-2021 average of 1.3%.

Energy Shock Hits Growth: Real GDP growth was 2.1% in 2022, with
annual growth slowing to 0.6% in 4Q, reflecting the impact of
higher energy prices on specific sectors (notably metals) and its
broader spillover to rising inflation, which hit consumer spending,
together with a weakening European economy. Pressure on real
incomes and sluggish demand from key trading partners will keep
growth subdued in 2023 at 2.2%. Stronger external demand bolstered
by construction of the 8/10d corridor will lift growth to 3.2% in
2024.

Political Polarisation: The domestic political environment remains
fractious. A reshuffle in February has given the government a more
stable majority, but the opposition continues to stall legislation
in parliament, including some planned tax reforms. Fitch believes
it will be difficult for the government to secure the votes
necessary for the constitutional change required for progress in EU
accession. The process therefore risks being delayed until after
the next elections (due in 2024), although Fitch believes it will
remain a medium-term objective regardless of the election outcome.
Governance, as measured by the World Bank, is comfortably above the
'BB' median.

Solid Banking Sector: The banking sector has remained solid and has
not been affected by recent global stresses. Capital adequacy
strengthened last year to 17.7% at end-year (Tier 1 capital of
16.6%), from 17.3% and return on equity was 12.2%. Non-performing
loans fell to a long-term low of 2.9% at end-2022, with
provisioning of 69.4%, and central bank stress tests show
resilience to higher interest rates and energy prices. An increase
in foreign currency deposits in 1Q22 is being slowly unwound (46.4%
at end-2022 from 47.3% at end-1Q22 and 44.8% at end-2021) and
foreign-currency reserve requirements were raised in November to
encourage local-currency savings.

ESG - Governance: North Macedonia has an ESG Relevance Score (RS)
of '5[+]' for both Political Stability and Rights and for the Rule
of Law, Institutional and Regulatory Quality and Control of
Corruption. Theses scores reflect the high weight that the World
Bank Governance Indicators (WBGI) have in its proprietary Sovereign
Rating Model (SRM). North Macedonia has a medium WBGI ranking at
52, reflecting a recent record of peaceful political transitions, a
moderate level of rights for participation in the political
process, moderate institutional capacity, established rule of law
and a moderate level of corruption.

RATING SENSITIVITIES

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

- Public Finances: Materially higher-than-forecast general
government debt/GDP over the medium term, for example, due to
weaker growth prospects or expectations of a more prolonged fiscal
loosening

- Macro & External Finances: Persistently high inflation, low
growth and a deterioration in the external position that exerts
pressure on foreign-currency reserves and/or the currency peg
against the euro

- Structural: Adverse political developments that negatively affect
governance standards, the economy and EU accession progress

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

- Structural & Macro: Improvement in medium-term growth prospects
and/or governance standards, for example, due to progress towards
EU accession and reduction in political and policy risk

- Public Finances: A sharp and sustained decline in general
government debt/GDP, reflecting implementation of fiscal reforms

SOVEREIGN RATING MODEL (SRM) AND QUALITATIVE OVERLAY (QO)

Fitch's proprietary SRM assigns North Macedonia a score equivalent
to a rating of 'BB' on the LTFC IDR scale.

Fitch's sovereign rating committee adjusted the output from the SRM
to arrive at the final LTFC IDR by applying its QO, relative to SRM
data and output, as follows:

- Macro: +1 notch, to reflect the deterioration in the SRM output
driven by the pandemic shock and the high inflation stemming from
the war in Ukraine. The deterioration of the GDP volatility
variable reflects a very substantial and unprecedented exogenous
shock that has hit the vast majority of sovereigns, and Fitch
currently believes that North Macedonia has the capacity to absorb
it without lasting effects on its long-term macroeconomic
stability.

Fitch's SRM is the agency's proprietary multiple regression rating
model that employs 18 variables based on three-year centred
averages, including one year of forecasts, to produce a score
equivalent to a LTFC IDR. Fitch's QO is a forward-looking
qualitative framework designed to allow for adjustment to the SRM
output to assign the final rating, reflecting factors within its
criteria that are not fully quantifiable and/or not fully reflected
in the SRM.

ESG CONSIDERATIONS

North Macedonia has an ESG Relevance Score of '5[+]' for Political
Stability and Rights as WBGI have the highest weight in Fitch's SRM
and are therefore highly relevant to the rating and a key rating
driver with a high weight. As North Macedonia has a percentile rank
above 50 for the respective governance indicator, this has a
positive impact on the credit profile.

North Macedonia has an ESG Relevance Score of '5[+]' for Rule of
Law, Institutional & Regulatory Quality and Control of Corruption
as WBGI have the highest weight in Fitch's SRM and are therefore
highly relevant to the rating and are a key rating driver with a
high weight. As North Macedonia has a percentile rank above 50 for
the respective governance indicators, this has a positive impact on
the credit profile.

North Macedonia has an ESG Relevance Score of '4[+]'for Human
Rights and Political Freedoms as the Voice and Accountability
pillar of the WBGI is relevant to the rating and a rating driver.
As North Macedonia has a percentile rank above 50 for the
governance indicator, this has a positive impact on the credit
profile.

North Macedonia has an ESG Relevance Score of '4[+]' for Creditor
Rights as willingness to service and repay debt is relevant to the
rating and is a rating driver for North Macedonia, as for all
sovereigns. As North Macedonia has a track record of 20+ years
without a restructuring of public debt, which is captured in its
SRM variable, this has a positive impact on the credit profile.

Except for the matters discussed above, the highest level of ESG
credit relevance, if present, is a score of 3. This means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity(ies), either due to their nature or to the way in which
they are being managed by the entity(ies).

   Entity/Debt                    Rating          Prior
   -----------                    ------          -----
North Macedonia,
Republic of        LT IDR          BB+  Affirmed    BB+
                   ST IDR          B    Affirmed     B
                   LC LT IDR       BB+  Affirmed    BB+
                   LC ST IDR       B    Affirmed     B
                   Country Ceiling BBB- Affirmed   BBB-

   senior
   unsecured       LT              BB+  Affirmed    BB+

   senior
   unsecured       ST              B    Affirmed     B



=========
M A L T A
=========

GENESIS GLOBAL: Declared Bankrupt, Judge Appoints Liquidator
------------------------------------------------------------
Matthew Xuereb at Times of Malta reports that a judge has declared
bankrupt a gaming firm that laid off its 140 remaining employees
just days before last Christmas.

Mr Justice Ian Spiteri Bailey upheld a request by Genesis Global
Limited to wind down its operations in Malta due to bankruptcy,
Times of Malta relates.

He heard how the applicant company presented an extraordinary
resolution by its board, taken on December 14, 2022, where it
resolved that the company should be wound up by the court, Times of
Malta discloses.  The company's liabilities had exceeded its
assets, so the company was insolvent, Times of Malta notes.  The
company board, therefore, decided to cease its operations due to
its situation.

The judge declared the company as bankrupt and appointed a
liquidator to oversee the company's winding down, Times of Malta
relays.

Despite its December 14 decision, the company's employees were only
informed just a few days before Christmas that it had filed for
insolvency and that they were being made redundant after it had
decided to permanently close its operation in Malta, Times of Malta
recounts.

The news came just weeks after co-founder and CEO Ariel Reem
announced on LinkedIn that he had left the business, Times of Malta
notes.

Genesis Global Limited employed some 200 people in Malta, but had
already started shedding workers in November, laying off between 30
and 40 people after it became evident that it was running into the
ground, according to Times of Malta.




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

FUTURE CROPS: Declared Bankrupt, April 26 Auction Set
-----------------------------------------------------
HortiDaily.com reports that Poeldijk-based vertical farm Future
Crops has been declared bankrupt.

For this reason, all equipment belonging to the baby lettuce and
herb producer will be auctioned through Troostwijk Auctions'
platform, HortiDaily.com discloses.

The viewing day will be on Thursday, April 20, 2023, from 10:00
a.m. to 3:00 p.m. at ABC Westland 246, 2685 DC in Poeldijk.

The auction closes on Wednesday, April 26, 2023, at 10:00 a.m.,
according to HortiDaily.com

In early 2023, Future Crops was declared bankrupt. Sharply
increased energy costs make it difficult for vertical farms to
compete with regular growers in the European Union and the United
States, HortiDaily.com recounts.

The Dutch-Israeli company Future Crops, based in Poeldijk, South
Holland, had been producing various herbs, including basil,
coriander, parsley, and dill, on a commercial basis since 2018. In
addition, the 2,500-square-metre production site was used to grow
baby lettuce.  Annual production was around 85 tonnes, some of
which was purchased by supermarket chain Albert Heijn.  Future
Crops also owned its own testing laboratory.

LOWLAND MORTGAGE 7: Fitch Assigns Final B-sf Rating to Cl. E Notes
------------------------------------------------------------------
Fitch Ratings has assigned Lowland Mortgage Backed Securities 7
B.V. (Lowland 7) final ratings, as detailed below.

   Entity/Debt           Rating        
   -----------           ------        
Lowland Mortgage
Backed Securities
7 B.V.

   A XS2603224861    LT AAAsf  New Rating
   B XS2603233938    LT AA+sf  New Rating
   C XS2603243655    LT AA-sf  New Rating
   D XS2603247136    LT A-sf   New Rating
   E XS2603247565    LT B-sf   New Rating

TRANSACTION SUMMARY

Lowland 7 is a true-sale securitisation of prime mortgage loans
originated in the Netherlands by de Volksbank N.V. (through its
brands: BLG Wonen, Regiobank and SNS Bank). This is the seventh
RMBS transaction from de Volksbank issued under the Lowland
series.

KEY RATING DRIVERS

Revolving Period Adds Risk: The structure includes a five-year
revolving period during which new assets can be added to the
portfolio. To account for the risk of potential shifts in the
portfolio characteristics during the revolving period, Fitch based
its analysis on a stressed portfolio composition by incorporating
the additional purchase criteria, rather than focusing on the
actual portfolio characteristics.

Wide Excess Spread: The transaction does not have interest-rate
mismatches: the asset portfolio consists almost exclusively of
fixed-rate mortgage loans (either fixed for life or resetting) with
a weighted average (WA) interest rate of 2%. The class A notes pays
1% fixed interest rate while the class B to E notes do not pay any
interest. The portfolio can generate substantial excess spread
given the difference between the yield on the assets and the
interest on the notes.

Mortgage Interest-Rate Reset Risk: The majority of fixed-rate
paying mortgages reset periodically, which is a typical feature of
Dutch transactions. The level of excess spread and the transaction
capacity to absorb losses will depend on the interest rate level at
which loans can reset. Fitch has therefore applied its
interest-rate scenarios in accordance to its European RMBS Rating
Criteria, to account for this risk.

Under the transaction documentation, the seller will repurchase
floating-rate loans to keep the proportion equal or below 5% of the
portfolio outstanding balance during the life of the transaction.
Fitch has taken into consideration this commitment when applying
the reset assumptions defined by the European RMBS Rating Criteria
and has limited the proportion of fixed-rate loans switching to
floating at 5%.

Repayment of Junior Notes: On or after the first optional
redemption date (FORD) falling in April 2028, the class B to E
notes can be redeemed at their principal amount outstanding less
any outstanding amounts on the applicable principal deficiency
ledger (PDL). As a result, those junior classes may be redeemed at
an amount that is lower than their outstanding principal amount. As
such, the ratings assigned to the class B to E notes reflect the
maximum achievable rating at which there are no or very limited PDL
outstanding after the FORD.

RATING SENSITIVITIES

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

The transaction's performance may be affected by changes in market
conditions and economic environment. Weakening asset performance is
strongly correlated to increasing levels of delinquencies and
defaults that could reduce credit enhancement (CE) available to the
notes.

In addition, unanticipated declines in recoveries could also result
in lower net proceeds, which may make certain note ratings
susceptible to negative rating actions, depending on the extent of
the decline in recoveries. Fitch found that stressing both the
transaction's base-case foreclosure frequency (FF) and recovery
rate (RR) assumptions by 15% each would result in downgrades of up
to three notches across the capital structure.

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

The class A notes' rating of 'AAAsf' is the highest level on
Fitch's scale and therefore cannot be upgraded. The class B to E
notes' ratings can be upgraded if the defaults are lower or the
recoveries higher than expected in its analysis.

Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing CE levels and, potentially,
upgrades. Fitch found that reducing the FF and increasing the RR by
15% each would lead to upgrades, except for the 'AAAsf' notes, of
up to three notches.

DATA ADEQUACY

Fitch reviewed the results of a third-party assessment conducted on
the asset portfolio information, and concluded that there were no
findings that affected the rating analysis.

Fitch conducted a review of a small targeted sample of the
originator's origination files and found the information contained
in the reviewed files to be adequately consistent with the
originator's policies and practices and the other information
provided to the agency about the asset portfolio.

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

ESG CONSIDERATIONS

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

TUCANO TOPCO: S&P Assigns 'B' Long-Term ICR, Outlook Stable
-----------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to Tucano Topco BV, TMF's ultimate parent, and affirmed its 'B'
issuer credit rating on its financing subsidiary Sapphire Bidco
BV.

S&P said, "At the same time, we affirmed our 'B' issue-level rating
on Sapphire Bidco's amended senior secured debt, including the
EUR950 million TLB tranche and the EUR200 million RCF, and assigned
our 'B' issue rating to its new $400 million TLB tranche, with a
'3' recovery rating. We affirmed our 'CCC+' issue rating on the
EUR200 million second-lien loan facility, with a '6' recovery
rating, and expect to withdraw the ratings once the facility is
repaid.

"We also withdrew our issuer credit rating on intermediate holding
company Sapphire Midco BV, given it is no longer the entity at
which TMF consolidates its financial statements.

"The stable outlook reflects our expectation that TMF will achieve
strong double-digit organic growth in 2023-2024, with moderate
margin expansion toward 30%."

Netherlands-based corporate services provider TMF Group has been
acquired by financial sponsor CVC's Strategic Opportunities Fund
and sovereign fund Abu Dhabi Investment Authority (ADIA).
As part of this transaction, TMF plans to amend and extend its
EUR950 million senior secured term loan B (TLB), raise a new $400
million TLB facility due May 2028, increase its senior secured
revolving credit facility (RCF) to EUR200 million, and repay its
EUR200 million second lien facility due 2026.

S&P said, "The affirmation reflects our expectation that TMF's
EBITDA growth will allow it to maintain S&P Global Ratings-adjusted
leverage close to 6.5x in 2023 and gradually improve its interest
coverage and cash flow despite higher debt and interest expense. We
believe the amend and extend transaction is proactive, addresses
the company's refinancing needs, and prefunds mergers and
acquisitions. Although the transaction adds about EUR150 million to
gross debt, we expect leverage to remain commensurate with the
rating, at about 6.4x by year-end 2023, thanks to strong
operational performance that will drive EBITDA growth.
Nevertheless, higher gross debt and interest rates are likely to
strain cash flows due to higher variable interest rates of Euribor
plus 5% compared with Euribor plus 3% under the previous debt
agreement. This will increase the cash interest charge to EUR120
million-EUR125 million in 2023 and 2024, from EUR57.2 million in
2022. As a result, we now expect weaker FFO cash interest coverage
ratios of 1.5x-2.0x in 2023 and 2024, compared with 3.0x-3.5x
previously, and free operating cash flow (FOCF) after leases of
negative EUR18 million in 2023, before turning positive in 2024.

"We expect TMF will continue to perform strongly in 2023 despite
economic turmoil, underlining the essential nature of the company's
services.We forecast revenue will rise 12%-13% in 2023, driven by
the rollout of contracts secured in 2022, new contracts, and 4%-6%
price increases, as TMF passes higher costs onto clients given
persistent inflation in Europe and the U.S. We forecast S&P Global
Ratings-adjusted margins will continue to expand to 28.5%-29%, from
28.3% in 2022, as price increases more than cover wage inflation.
Although higher interest and transaction expense will affect cash
flows, controlled working capital outflows of about EUR10 million
linked to sales growth and lower capital expenditure (capex), at
5.0% of sales from 6.1% in 2022 (corresponding to EUR45 million),
will mitigate these as TMF slightly reduces its growth
investments.

"The ratings incorporate our assessment of TMF's business risk
profile as fair, supported by the group's global presence,
well-diversified client base, modest barriers to entry, recurring
revenue, and flexible cost structure that underpins
profitability.Despite its limited market shares in the global funds
and corporate administration services market, the group has
established a worldwide delivery platform enabling it to serve
clients in multiple countries, which is hard to replicate and
somewhat mitigates our view of the relatively low barriers to
entry. About half of its 8,000 clients operate in more than one
country, but TMF typically serves them in only one or two
locations, which provides favorable growth prospects because the
group can expand by offering its services in new locations where
its clients are present. In addition, a high share of TMF's
services, such as regulatory filing, accounting, and tax services,
are recurrent, which creates strong earnings and cash flow
visibility. As a result, the group has on average 95% of its
revenue contractually secured, or highly certain, at the beginning
of each year. However, our business risk assessment also takes into
account the highly competitive and fragmented nature of the market,
where TMF has weaker brand recognition than larger professional
services firms, and the potential exposure to litigation and
reputation risk.

"We expect the company will pursue additional modest acquisitions
because the market is highly fragmented and consolidating. Since
its acquisition by CVC in 2018, TMF has acquired 14 small and
midsize companies, mainly in the U.S. to complement its
geographical footprint. It financed these acquisitions with
internally generated cash. The group has a relatively prudent
approach to acquisitions in a sector where multiples are very high,
and a track record of integrating acquired businesses. However,
transaction and integration costs have a negative impact on our
adjusted EBITDA, and our base-case scenario conservatively includes
some acquisitions-related exceptional costs of about EUR15 million
per year. We also think TMF could undertake a larger, debt-funded
acquisition if the opportunity arises.

"The stable outlook reflects our view that demand for the group's
services will remain steady despite economic turmoil in its
markets, thanks to the essential nature of them. We anticipate that
TMF will achieve strong double-digit organic growth in 2023-2024
with moderate margin expansion toward 30%, allowing it to maintain
leverage below 6.5x, improve its FFO cash interest coverage toward
2x and generate positive FOCF after leases in 2024."

S&P could lower the rating on TMF if it observed a material
deterioration in EBITDA margins, resulting from
higher-than-expected integration or other exceptional costs,
leading to weaker operating cash flow and an inability to
deleverage. In particular, S&P could lower the rating if:

-- FFO cash interest coverage did not improve toward 2.0x;

-- FOCF after lease payments remained negative without prospects
for turning positive again;

-- TMF faced liquidity issues and tighter covenant headroom; or

-- The group undertook an aggressive transaction, such as a large
debt-funded acquisition, or paid cash returns to shareholders,
resulting in substantial releveraging of above 8x.

S&P sees an upgrade as unlikely in the next year. S&P could raise
the rating if TMF demonstrated continued revenue and EBITDA growth,
such that:

-- Adjusted debt to EBITDA falls and stays below 5x.

-- The company generates solid FOCF after leases.

Under this scenario, S&P would also expect a strong commitment from
financial sponsor CVC to maintain credit metrics at those levels
for an upgrade.

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

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




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KRUK SA: Moody's Assigns Ba2 Rating to New Senior Unsecured Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 senior unsecured debt
rating to KRUK SA's proposed senior unsecured notes and has
simultaneously withdrawn KRUK's Ba2 issuer rating. KRUK is a
publicly-listed debt purchasing company with operations in Poland,
Romania, Italy, Spain, Czech Republic, Slovakia and Germany.

RATINGS RATIONALE

The Ba2 senior unsecured debt rating reflects KRUK's Ba1 corporate
family rating and the priorities of claims and asset coverage in
the company's liability structure following the new senior
unsecured bond issuance. In particular, the high proportion of
KRUK's secured bilateral and syndicated revolving credit facilities
(RCF) indicates higher loss-given default for senior unsecured
instrument classes, resulting in a positioning of the senior
unsecured rating one notch below the company's Ba1 CFR.

The issuer rating, as an opinion of the ability of an entity to
honor senior unsecured debt and debt like obligations, was assigned
as part of the initial rating assessment of KRUK. Since Moody's has
assigned a Ba2 senior unsecured debt rating, the issuer rating is
no longer needed.

Moody's has decided to withdraw the rating for its own business
reasons.

OUTLOOK

The outlook on KRUK is stable, reflecting the expectation that KRUK
will maintain its strong financial performance, particularly that
the company's profitability and leverage metrics will remain sound
and that there will be no near-term adverse changes related to debt
collection legislation in its core markets Poland or Romania.

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

The Ba2 senior unsecured rating is likely to be upgraded following
an upgrade of KRUK's CFR. The senior unsecured rating could also be
upgraded if the recovery rate for senior unsecured debt classes
improves.

The upgrade of KRUK's CFR is likely if the company continues to
maintain its strong profitability without a substantial increase in
leverage, improves and diversifies its funding profile, and further
diversifies its geographic footprint, which would reduce the
company's exposure to regulatory risk in a given market.

A downgrade of KRUK's CFR would likely result in a downgrade of the
Ba2 senior unsecured rating.  

KRUK's CFR could be downgraded if the company's profitability and
leverage metrics will significantly deteriorate or in case of
implementation of adverse regulatory developments that would
significantly hurt the company's franchise in a given market.    

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.

KRUK SA: S&P Assigns 'BB-' Rating to Senior Unsecured Notes
-----------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue rating to the proposed
euro-denominated senior unsecured notes that Kruk S.A. plans to
issue in the Nordic capital market. The rating is subject to its
review of the notes' final documentation.

Kruk, a Poland-based distressed debt purchaser (DDP), is offering
its first senior bond outside the Polish debt market. S&P expects
the company will use the net proceeds to finance its ambitious
investment strategy and refinance its existing revolving credit
facility.

S&P said, "We already incorporated this additional debt in our base
case forecast when we assigned the 'BB-' issuer credit rating to
Kruk. We expect a moderate increase in the leverage ratio over the
next two years, with gross debt to cash-adjusted EBITDA of about
2.6x by year-end 2024 versus 2.3x estimated at year-end 2022. This
compares well with other DDP peers that are usually highly
leveraged. Similarly, cash-adjusted EBITDA interest coverage is
expected to decrease to about 5x at year-end 2024."

The company's largest debt maturities for its current bonds are in
2027 and therefore there is no significant short-term refinancing
risk.

Issue Ratings--Recovery Analysis

Key analytical factors

-- S&P assigned the senior secured notes an issue rating of 'BB-',
with the recovery rating of '3' based on its expectation of
meaningful recovery prospects (50%-90%; round estimate: 65%).

-- In S&P's hypothetical default scenario, it assumes a default in
2027. In S&P's view, a default on the group's debt obligations
would most likely occur because of adverse operational issues,
difficult collection conditions, or greater competitive pressures
leading to mispricing of portfolio purchases.

-- In such a scenario, S&P assumes the group's debt portfolio
would be sold.

Simulated default assumptions

-- Year of default: 2027

-- Jurisdiction: Poland

Simplified waterfall

-- Net portfolio value on liquidation: PLN4,889 million

-- Bankruptcy costs: PLN244 million

-- Priority claims: PLN2,725 million

-- Collateral value available to senior secured creditors:
PLN1,929 million

-- Total senior secured debt at default: PLN2,774 million

-- Recovery expectations on the senior secured notes: 50%-90%
(rounded estimate: 65%)

Note: All debt amounts include six months of prepetition interest.


ZABRZE CITY: Fitch Affirms LongTerm IDRs at 'BB', Outlook Negative
------------------------------------------------------------------
Fitch Ratings has affirmed the Polish City of Zabrze's Long-Term
Foreign- and Local-Currency Issuer Default Ratings (IDRs) at 'BB'
with Negative Outlook.

The Negative Outlook reflects Fitch's assessment that over the
rating horizon (2023-2027) Zabrze's budget will be under pressure
from a weaker macroeconomic environment and the consequences of
Poland's implemented tax reform (Polish Deal), to such an extent
that the city's worsening debt ratios may not be compatible with
its current ratings.

KEY RATING DRIVERS

Risk Profile: 'Midrange'

Its assessment is in line with the majority of Fitch-rated Polish
municipalities'. It reflects Fitch's view of a moderately low risk
that the city's ability to cover debt service with its operating
balance may weaken unexpectedly over the rating horizon. This may
be due to lower-than-expected revenue, higher-than-expected
expenditure, or an unexpected rise in liabilities or debt or
debt-service requirements.

Zabrze's risk profile reflects its assessment of one key rating
factor (KRF) as 'Weaker' (revenue adjustability) and five other
KRFs as 'Midrange' (revenue robustness, expenditure sustainability
and adjustability, liabilities and liquidity robustness and
flexibility).

Revenue Robustness: 'Midrange'

Zabrze's revenue sources are stable. Fitch expects the share of
transfers from the state budget (Poland: A-/Stable) to decline to
42% of total revenue until 2027 from 45% in 2018-2022. This is due
to the expiry of one-off support measures (Covid-19, Ukrainian
refugee support) and a shift in policy ('Family 500+' programme).

Tax revenue - mainly income taxes and property tax - are based on
moderately cyclical economic activities and averaged 34% of total
revenue in 2018-2022. The Polish Deal tax reform introduced from
2022 led to a smaller decrease in income tax revenue than at other
rated Polish municipalities. This was due to additional personal
income tax (PIT) revenue of PLN29.8 million received in 2022, which
was originally intended as compensation for lower PIT revenue in
2023. In 2023, Fitch expects income tax revenue to decrease 7% to
PLN244.8 million, which will not be fully compensated by state
transfers.

Revenue Adjustability: 'Weaker'

Fitch assesses Zabrze's ability to generate additional revenue in
response to a possible economic downturn as weak, in line with the
majority of Polish cities'. Fitch estimates that the city could
generate additional revenue that will cover about 50% of a
reasonably expected decline in an economic downturn.

Income tax rates and the majority of current transfers are set by
the central government. Zabrze has little flexibility on local
taxes as their rates are constrained by ceilings set in national
tax regulations. Zabrze could increase its revenue by increasing
asset sales, but this source of revenue may be unsustainable during
economic downturns.

Expenditure Sustainability: 'Midrange'

The city's main responsibilities are moderately non-cyclical,
including education, public transport, municipal services,
administration, housing economy, culture, sport and public safety.
Zabrze spent on average 13.9% of total expenditure in 2018-2022 on
investments. Fitch expects the share to fall to 10.6% in 2023-2027
amid uncertainty over the availability of EU funds, higher cost of
debt and a reduced self-financing capacity.

Expenditure Adjustability: 'Midrange'

Fitch assesses Zabrze's ability to reduce spending in response to
shrinking revenue as 'Midrange'. Despite balanced budget rules the
city has moderate flexibility to cut spending.

Mandatory responsibilities with the least spending flexibility
account for about 90% of total expenditure (education, social care,
administration, and public transport). Capex is quite flexible as
it is implemented in phases and can be postponed. Capex in
2023-2027 (PLN630 million in total) is related mainly to ongoing
investments. Nearly half of the planned capex is for road
investments.

Liabilities & Liquidity Robustness: 'Midrange'

Zabrze's debt stock at end-2022 was composed of loans from European
Investment Bank (EIB; AAA/Stable; 51%) and bonds (47%). Refinancing
risk is low as the EIB loan ensures a long-term and smooth
repayment schedule and matures in 2045. All debt was in Polish
zloty. The majority of its debt is floating-rate (89%), which
exposes it to interest rate risk as Polish local and regional
governments (LRGs) are not allowed to use derivatives.

Zabrze has municipal companies' debt serviced primarily from the
city's budget and it has entered a sell-and-buy back transaction.
The liabilities amounted to PLN106.1 million at end-2022, and Fitch
expects them to start increasing from 2024 with the start of the
debt-financed construction of the football stadium's final stand.

Liabilities & Liquidity Flexibility: 'Midrange'

Fitch assesses the city's liquidity framework as 'Midrange' given
the absence of emergency liquidity support from the central
government and the lack of banks rated above 'A+' in the Polish
market. Zabrze frequently uses its committed liquidity line (with a
limit of PLN50 million) provided by ING Bank Slaski S.A.
(A+/Stable) to manage liquidity during the year. The city's average
cash on account in 2022 was PLN26.3 million due to bond issuance
PLN90 million and additional PIT revenue of PLN29.8 million
received in 2022.

Debt Sustainability: 'bbb category'

Fitch believes that future subsidies from the state budget will be
insufficient to compensate for the financial implications of the
Polish Deal tax reform, which will lead to weaker debt metrics for
Zabrze, compared with 2022.

Under its revised rating case for 2023-2027 and following a
projected steep increase in net adjusted debt, the city's payback
will weaken to 15.7x on average in 2025-2027, from 13.3x in 2022.
It will remain at mid-'bbb' debt sustainability (DS), provided the
city will recovers from expected deterioration in operating
performance for 2023-2024. Combined with the increase in leverage
it will cause a jump in its payback ratio to 22x-38x, corresponding
to a DS assessment at below the 'bbb' category.

Fitch expects the city's fiscal debt burden to increase to 80%-90%
of operating revenue over the rating horizon (2022: 67%) due to
debt-financed investments, including its stadium project (included
in other Fitch-classified debt). Although the fiscal debt burden is
high compared with other Fitch-rated Polish cities', it is
equivalent to a 'aa' DS and comparable with international peers'.

The city's synthetic debt service coverage ratio (DSCR) is likely
to worsen to low levels in 2023-2024 and then gradually recover to
around 0.7x (2022: 0.8x), which corresponds to a 'b' DS assessment.
The DSCR is typically underestimated for rated Polish LRGs as it
calculates debt annuities for 15 years, whereas the duration of
loan agreements for them is typically much above 15 years. Zabrze's
weighted average life of debt is 8.4 years and final debt maturity
is in 2045; Fitch therefore does not override the city's overall DS
assessment, which remains at 'bbb'.

Fitch projects the operating balance will be highly volatile,
fluctuating widely to PLN60 million on average in 2025-2027 from
PLN21 million in 2023. Impact of the tax reform, inflationary cost
pressure and the state's decision to increase the minimum wage and
teacher's salaries will weigh on the operating balance. Net
adjusted debt will increase to about PLN955 million in 2027 (2022:
PLN718 million), despite reduced capex over the same period.

DERIVATION SUMMARY

Zabrze's Standalone Credit Profile (SCP) at 'bb' results from a
'Midrange' risk profile and a 'bbb' DS assessment. The city's IDRs
are not affected by any asymmetric risk or extraordinary support
from the central government, and are equal to its SCP.


KEY ASSUMPTIONS

Risk Profile: 'Midrange'

Revenue Robustness: 'Midrange'

Revenue Adjustability: 'Weaker'

Expenditure Sustainability: 'Midrange'

Expenditure Adjustability: 'Midrange'

Liabilities and Liquidity Robustness: 'Midrange'

Liabilities and Liquidity Flexibility: 'Midrange'

Debt sustainability: 'bbb'

Support (Budget Loans): 'N/A'

Support (Ad Hoc): 'N/A'

Asymmetric Risk: 'N/A'

Sovereign Cap (LT IDR): 'N/A'

Sovereign Cap (LT LC IDR) 'N/A'

Sovereign Floor: 'N/A'

Quantitative assumptions - Issuer Specific

Fitch's rating case is a "through-the-cycle" scenario, which
incorporates a combination of revenue, cost and financial risk
stresses. It is based on 2018-2022 published figures and 2023-2027
projected ratios. The key assumptions for the scenario include:

- On average 2.3% yoy increase in operating revenue

- On average 2.3% yoy increase in operating spending

- Negative net capital balance on average at PLN50 million

- Average cost of long-term debt at 6.2% per year, compared with
2.6% in 2018-2022

Liquidity and Debt Structure

Zabrze's direct debt was PLN644 million at end-2022, up from
PLN601.4 million at end-2021. Adjusted debt includes the
buy-sell-back transaction related to the football club Górnik
Zabrze S.A. and the debt and entrustment agreement of the hospital
Szpital Miejski w Zabrzu Sp. z o.o. and stadium Stadion w Zabrzu
Sp. z o.o. (end-2022: PLN106.1 million; all shown under other
Fitch-classified debt). These reflect capex made by the city in
favour of the companies (on average PLN34 million per year or 27%
of capex).

Net adjusted debt corresponds to the difference between adjusted
debt and the year-end available cash viewed as unrestricted by
Fitch (end-2022: PLN31.7 million). Zabrze's net adjusted debt was
PLN718 million at end-2022, at the same level as at end-2021. Fitch
expects net adjusted debt to peak at PLN956 million at end-2027 due
to debt-financed investments planned by the city directly as well
as by the stadium company. The stadium company's debt repayment
will be supported by the city.

Zabrze has eight municipal companies. Besides the hospital, the
stadium and the football club they are responsible for water and
sewage, heating, sport and housing. Zabrze's overall debt includes
- in addition to the direct debt and other Fitch-classified debt -
the municipal companies' debt that is serviced by the companies
from own cash flows (end-2022: PLN97.2 million) and guarantees
issued by the city (end-2022: PLN58.1 million). Overall debt will
increase due to the debt-financed investments of the city's water
and sewage company Zabrzańskie Przedsiębiorstwo Wodociągów i
Kanalizacji Sp. z o.o. and the housing company Zarząd Budynków
Mieszkaniowych - Towarzystwo Budownictwa Społecznego Sp. z o.o.
Both companies will service their debt from own cash flows.

Summary of Financial Adjustments

Fitch deducted the one-off additional subsidy received by the city
in December 2021 of PLN39.6 million from the 2021 accounts
(together with the respective cash adjustment) and added it back in
the budgeted current transfers received in 2022. This is because
the subsidy is aimed at covering the income tax revenue shortfalls
resulting from the tax reform 'Polish Deal' from 2022. Another
reason for the deduction is to smooth out the operating revenue
trend and to allow for a better comparison in 2020-2023.

Issuer Profile

Zabrze is an urban county located in the Slaskie region with about
169,000 inhabitants at end-2021. Its tax base is diversified but
weaker than other rated Polish cities'. The unemployment rate was
4.4% (Poland: 5.2%) at end-2022.

RATING SENSITIVITIES

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

- A downward revision of the city's SCP, which could be driven by a
deterioration in debt metrics, particularly a debt payback rising
above 17x on a sustained basis under Fitch's rating case, could
lead to a rating downgrade

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

- A debt payback ratio remaining lower or equal to 15x on a
sustained basis under Fitch's rating case could lead to a rating
upgrade

ESG Considerations

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

   Entity/Debt              Rating                  Prior
   -----------              ------                  -----
Zabrze, City of    LT IDR    BB       Affirmed        BB
                   LC LT IDR BB       Affirmed        BB
                   Natl LT   BBB(pol) Affirmed   BBB(pol)



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BANCO COMERCIAL PORTUGUES: S&P Affirms BB+/B Issuer Credit Rating
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on Banco Comercial Portugues
S.A. (BCP) to positive from stable and affirmed its 'BB+/B' long-
and short-term issuer credit ratings.

At the same time, we raised the rating on BCP's additional tier 1
(AT1) instrument to 'B-' from 'CCC+'.

Aided by higher interest rates, Banco Comercial Portugues' (BCP)
operating performance will likely continue to improve in 2023 and
2024, supporting its capital build up. Provided that extraordinary
legal costs arising from Polish subsidiary Bank Millennium S.A.
(not rated) do not exceed our expectations, BCP's risk-adjusted
capital (RAC) ratio could improve and stand sustainably above 7% by
2024.

The outlook revision reflects that BCP could continue to enhance
its capitalization in the coming quarters. S&P said, "We now
estimate BCP's RAC ratio could hover at about 7% at end-2022, above
our previous forecast of 6.3%-6.7%. This is because the bank
executed ad-hoc capital enhancing measures in 2022, such as
reducing its deferred tax assets and lowering the value of its
stake in its insurance company. Thus, BCP's RAC ratio could
potentially consolidate to sustainably above 7% over the coming
12-18 months. We expect the improvement will be underpinned by
solid underlying profitability, modest credit growth, and
prudent--although increasing--dividend payouts (we assume 20% in
2023 and 40% in 2024). Rising operating revenues, aided by
increasing interest margins and cheap retail funding, and a
business model that is already more efficient than peers' should
continue to support returns. Although heightened inflation will
lead to a similar increase in operating costs, BCP should remain
more efficient than peers, with its cost-to-income ratio hovering
at roughly 37% (versus the 52% peer average). We also expect asset
quality deterioration to be manageable, aided by the resilient
labor market in Portugal. We thus forecast cost of risk (including
credit and provisions for foreclosed assets and restructured funds)
will gradually decline to 70 basis points (bps)-75 bps in 2024
(compared with 92 bps in 2022)."

S&P said, "Market uncertainty on BCP's Polish business persists,
with legal risks draining profitability over the next three years.
We expect legal provisions and out-of-court costs on Swiss franc
(CHF)-denominated mortgages will remain significant, even after
material extraordinary costs in 2022, as Polish banks await legal
hearings on interest charges on these loans in late 2023. Thus, we
forecast additional legal provisions for Bank Millennium could add
up to EUR1 billion over the next three years, which would lead to
100% coverage on the existing CHF-denominated mortgage portfolio.
Despite these extraordinary costs, we anticipate BCP's consolidated
return on equity could increase to 9%-10% in 2023 (compared with 4%
in 2022), and stand sustainably above 10% in 2024. Additionally, we
view positively that at end-2022 Bank Millennium rebuilt its
capital above the minimum regulatory requirements. This was done
ahead of our expectations as the subsidiary activated its recovery
plan in September 2022.

"We raised the rating on the AT1 instrument to 'B-' from 'CCC+'.
This reflects the sustained improvement in BCP's maximum
distributable amount (MDA) buffer. At end-2022, BCP's MDA headroom
(phased-in) on its AT1 stood at 292 bps, compared with 147 bps at
end-June 2022. The improvement was driven by a combination of
organic capital generation, the expected regulatory approval of
structural hedging against changes in exchange rates, and ad-hoc
capital management actions, such as securitizations, DTA
reductions, sale of restructured funds, and the reduction of BCP's
value of its stake in its insurance subsidiary. We expect the
bank's MDA headroom will continue increasing to above 300 bps over
the next 12-18 months, supported by solid profitability and modest
growth. At such levels, we consider that BCP's MDA buffers are no
longer an outlier compared with those of other European banks and,
thus, we no longer deduct one notch to reflect a tight MDA buffer.

"The positive outlook reflects that we could raise the ratings over
the next 12-18 months if BCP's RAC ratio consolidates sustainably
above 7%. An upgrade would also be contingent on BCP absorbing the
one-off costs from its Polish business, with additional stress at
its Polish subsidiary remaining limited and any potential
additional detrimental measures by the Polish government having a
limited effect on the bank.

"We could revise the outlook to stable if BCP's risks and
extraordinary costs in Poland become worse than we expect,
affecting BCP's consolidated capital position of its risk profile
more adversely.

"We do not assign outlooks to bank issue ratings. We notch down the
ratings on BCP's hybrids from the lower end of the stand-alone
credit profile (SACP) and issuer credit rating (ICR). Given the
positive outlook, we anticipate a one-notch upgrade to both our ICR
on BCP (to 'BBB/A-3') and its SACP (to 'bbb-'), would lead to a
two-notch upgrade of the bank's subordinated and senior
nonpreferred notes. This would reflect an improvement in our view
of structural subordination when an issuer moves to an
investment-grade rating. We would likely take a similar action on
the AT1 instrument, providing the bank's MDA buffer increases in
line with our forecast."

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




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

TURKIYE IHRACAT: Fitch Affirms 'B-' Foreign Curr. IDR, Outlook Neg.
-------------------------------------------------------------------
Fitch Ratings has affirmed Turkiye Ihracat Kredi Bankasi A.S.'s
(Turk Eximbank) Long-Term Foreign- Currency (LTFC) Issuer Default
Rating (IDR) at 'B-' and Long-Term Local-Currency (LTLC) IDR at
'B'. Both ratings have a Negative Outlook.

KEY RATING DRIVERS

Turk Eximbank's LTFC and LTLC IDRs are driven by support from the
Turkish authorities. The bank's LTFC IDR is driven by its 'b-'
Government Support Rating (GSR), reflecting Fitch's view of a high
propensity by the government to provide support in case of need
given its 100% state ownership and strategic export policy role. It
also considers the bank's significant Central Bank of Turkiye
(CBRT) funding and record of support from the authorities.

The bank's 'B' LTLC IDR, which is equalised with the sovereign's
ratings, reflects a higher ability by the state to provide support
and lower intervention risk in lira. The Negative Outlook on the
bank's Long-Term IDRs mirrors the sovereign outlooks.

As is usual for development banks, Fitch does not assign Turk
Eximbank a Viability Rating (VR). This is because its business
model is strongly dependent on state support, in Fitch's view.

The affirmation of the National Rating at 'AAA(tur)' with Stable
Outlook reflects its unchanged view of Turk Eximbank's
creditworthiness in LC relative to other Turkish issuers.

The bank's 'B' Short-Term IDRs are the only possible option in the
Long-Term 'B' IDR category.

Government Support: Turk Eximbank's GSR is one notch below
Turkiye's LTFC IDR, despite a high propensity by the state to
provide support, given the bank's fairly large absolute size and
external market funding relative to sovereign resources. The latter
considers Turkiye's weak financial flexibility in FC, in view of
its weak net FC reserves and external financing weaknesses.

Export Policy Role: As Turkiye's official export credit agency Turk
Eximbank plays a key role in the government's export-led growth
model and strategy to increase sovereign FC reserves. The bank is
tasked with supporting exports through offering low-cost credit,
guarantees and export credit insurance. Given its policy role, it
is not profit-oriented but enjoys regulatory privileges such as
exemptions from corporate tax, reserve and securities
requirements.

Turkish Bank Guarantees: Loans constituted 88% of total assets at
end-2022, of which 65% were in FC. Exposures are mostly short-term
and to domestic corporates, although SME lending has been growing
(end-3Q22: 8% of gross loans). The majority of loans are covered by
guarantees from local banks or, to a limited extent, from the
Credit Guarantee Fund, partly mitigating credit risks (end-2022:
non-performing loan and Stage 2 ratios of 0.2% and 0.7%,
respectively). Around half of the loan book comprises rediscount
loans whereby funding comes from the CBRT.

Wholesale Funding: Turk Eximbank does not have a deposit licence
but is wholesale-funded. Funding is largely short-term, in FC or
foreign exchange-linked. Around half of the latter comprises CBRT
funding received in lira, but which Turk Eximbank repays in FC.
Other FC funding sources are from financial institutions or in the
form of senior unsecured bonds, including a USD500 million Eurobond
issued in January 2023. Since 2022 the bank has also grown
lira-denominated CBRT rediscount lending, in line with the
government's 'liraisation' strategy.

FC liquidity relies on the short-term, rapidly amortising nature of
loans and on matching loans and liabilities by maturity. Given high
wholesale funding and limited available FC liquid assets, FC
liquidity could come under -pressure in the event of a prolonged
market closure.

Moderate Capitalisation: Turk Eximbank's common equity Tier 1
(CET1) ratio increased to 16.5% at end-2022 (including forbearance)
from 13% at end-2021, supported by a capital injection in 1Q22, and
internal capital generation. Capitalisation is only moderate, given
the bank's sensitivity to lira depreciation and the macro outlook,
and the bank's high leverage (equity/assets: 6.9%).

RATING SENSITIVITIES

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

The bank's Long-Term IDRs could be downgraded following a sovereign
downgrade, particularly if it reflects a further weakening in the
sovereign's ability to provide support in FC. They are also
sensitive to Fitch's view of an increase in government intervention
risk in the banking sector. A material weakening in Turk Eximbank's
policy role could also result in a downgrade of its IDRs.

The National Rating is sensitive to adverse changes in the bank's
LTLC IDR and its creditworthiness relative to other Turkish
issuers'.

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

Upgrades of the bank's ratings are unlikely in the near term given
the Negative Outlook on Turkiye's ratings and Fitch's view of
government intervention risk in the banking sector.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

Turk Eximbank's senior unsecured debt is rated in line with the
bank's respective FC IDRs, reflecting average recovery prospects in
a default.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

The bank's senior unsecured debt ratings are primarily sensitive to
changes in the bank's IDRs.

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 Turk
Eximbank, either due to their nature or to the way in which they
are being managed by Turk Eximbank.

   Entity/Debt              Rating            Recovery     Prior
   -----------              ------            --------     -----
Turkiye
Ihracat Kredi
Bankasi A.S.    LT IDR       B-      Affirmed                 B-

                ST IDR       B       Affirmed                 B

                LC LT IDR    B       Affirmed                 B

                LC ST IDR    B       Affirmed                 B

                Natl LT      AAA(tur)Affirmed           AAA(tur)

                Government
                Support      b-      Affirmed                 b-

   senior
   unsecured    LT           B-      Affirmed    RR4          B-

   senior
   unsecured    ST           B       Affirmed                 B



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

CPUK FINANCE: Fitch Affirms 'B' Rating on B Notes, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has assigned CPUK Finance Limited's (CPUK) new class
A6 and A7 notes 'BBB' final ratings. The Rating Outlook is Stable.
Fitch has also affirmed the other class A notes at 'BBB' and the
class B notes at 'B', with Stable Outlook.

The new class A6 and A7 notes are expected to refinance the
existing GBP440 million class A2 notes and finance general
corporate purposes including payment of distributions. The A2 notes
are expected to be paid in full on 24 April.

   Entity/Debt              Rating               Prior
   -----------              ------               -----
CPUK Finance
Limited

   CPUK Finance
   Limited/Debt/3 LT     LT B    Affirmed           B

   CPUK Finance
   Limited/Debt/1 LT     LT BBB  Affirmed         BBB

   CPUK Finance
   Limited/Debt/1 LT     LT BBB  New Rating   BBB(EXP)

RATING RATIONALE

The ratings reflect CPUK's demonstrated ability to maintain high
and stable occupancy rates, increase prices above inflation, and
ultimately deliver a strong financial performance. At the same
time, the ratings factor in CPUK's exposure to the UK holiday and
leisure industry, which is highly exposed to discretionary
spending.

Overall, Fitch expects CPUK's proactive and experienced management
to continue leveraging on the company's good-quality estate and
deliver steady financial performance over the medium term, despite
rising cost inflation and pressures on real disposable income in
the UK.

Although the covenant package for the class A6 and A7, like the A5
notes, is weaker than for the class A2 notes (to be repaid) and the
class A4 notes, the creditor-protective features embedded in the
debt structure support the class A notes' ratings.

The Stable Outlook reflects its expectation that CPUK will be able
to continue to pass through cost increases into prices to a large
extent and maintain high occupancy rates. At the same time, there
is now limited rating headroom to its negative sensitivities.

KEY RATING DRIVERS

Industry Profile - Weaker

Operating Environment Drives Assessment

The UK holiday park sector faces both price and volume risks, which
makes the projection of long-term cash flows challenging. It is
highly exposed to discretionary spending and to some extent,
commodity and food prices. Events and weather risks are also
significant, with Center Parcs having been affected by fire, minor
flooding and the coronavirus pandemic in the past.

Fitch views the operating environment as a key driver of the
industry profile, resulting in its overall 'Weaker' assessment. In
terms of barriers to entry, the scarcity of suitable, large sites
near major conurbations is credit-positive for CPUK. The company's
offering is also exposed to changing consumer behaviour (e.g.
holidaying abroad or in alternative UK sites).

Sub-KRDs: Operating Environment: 'Weaker'; Barriers to Entry:
''Midrange; Sustainability: 'Midrange'

Company Profile - Stronger

Strong Performing Market Leader

Fitch views CPUK as a medium-sized operator. It benefits from some
economies of scale. Revenue and EBITDA growth had been consistent
through the cycle before the pandemic. Growth has been driven by
villa price increases, bolstered by committed development funding
to upgrade villa amenities and increase capacity. CPUK's large
repeat customer base helps revenue stability. CPUK also benefits
from a high level of advanced bookings and until 2019 enjoyed
constantly high occupancy rates of 97%-98%. The lockdowns related
to the pandemic had an impact on occupancy. However, CPUK has now
returned to high occupancy levels, similar to those achieved
pre-pandemic.

CPUK has no direct competitors and the uniqueness of its offer
differentiates the company from camping and caravan options or
overseas weekend breaks. Management is generally stable, with no
known corporate governance issues. The CPUK brand is fairly strong
and the company benefits from other brands operated on a concession
basis at its sites.

As the business is largely self-operated, visibility over
underlying profitability is good. An increasing portion of food and
beverage revenue is derived from concession agreements, but these
are fully turnover-linked, thereby giving some visibility of the
underlying performance.

CPUK is reliant on high capex to keep its offer current and remains
a well-invested business. The company is well into its current
eight-year lodge refurbishment programme and makes further capex
projections that should maintain the estate and offering's
quality.

Sub-KRDS: Financial Performance: 'Stronger'; Company Operations:
'Stronger'; Transparency: 'Stronger'; Dependence on Operator:
'Midrange'; Asset Quality: 'Stronger'

Debt Structure - Class A Stronger; Class B Weaker

Cash Sweep Drives Amortisation

All principal is fully amortising via a cash sweep and the
amortisation profile under the Fitch rating case (FRC) is
commensurate with the industry and company profiles. The class A
notes have an interest-only period. They benefit from the payment
deferability of the junior-ranking class B notes. Additionally, the
notes are all fixed-rate, avoiding any floating-rate exposure and
swap liabilities.

The class B notes are sensitive to small changes in operating
stress assumptions and particularly vulnerable towards the tail end
of the transaction. This is because large amounts of accrued
interest may have to be repaid if class B cash interest payments
are deferred on a breach of the class A notes' cash-lockup covenant
(at 1.35x FCF debt service coverage ratio [DSCR]), or failure to
refinance any of the class A notes one year past their expected
maturity.

The transaction benefits from a comprehensive whole business
securitisation (WBS) security package, including full
senior-ranking asset and share security available for the benefit
of the noteholders. Security is granted by way of fully fixed and
qualifying floating security under an issuer-borrower loan
structure.

The class B noteholders benefit from a Topco share pledge
structurally subordinated to the borrower group, and as such would
be able to sell the shares upon a class B default event (e.g.
non-payment, failure to refinance or class B FCF DSCR under 1.0x).
As long as the class A notes are outstanding, only the class A
noteholders are entitled to direct the trustee with regard to the
enforcement of any borrower security.

Fitch views the covenant package as slightly weaker than other
typical WBS deals. The financial covenants are only based on
interest cover ratios (ICRs). Although documentation formally uses
DSCRs, they are effectively ICRs as there is no scheduled
amortisation of the notes. However, this is compensated by the cash
sweep feature.

The liquidity facility is appropriately sized at GBP110 million,
covering 18 months of the class A notes' peak debt service. The
class B notes do not benefit from any liquidity enhancement but
benefit from certain features while the class A notes are
outstanding, such as operational covenants.

The covenant package for the new class A6 and A7 notes, is slightly
weaker than that for the class A2 and A4 notes, but on par with the
existing class A5 notes. This includes the lack of a cash reserving
feature in place for the class A2 notes, which are to be repaid,
and the class A4 notes, which requires cash to be paid into a
reserve account one year prior to expected maturity. Additionally,
the leverage covenant will be loosened to 5.75x from 5.00x after
the repayment of class the class A4 notes.

Sub-KRDs: Debt Profile: Class A - 'Stronger', Class B - 'Weaker';
Security Package: Class A - 'Stronger', Class B - 'Weaker';
Structural Features: Class A - 'Stronger', Class B - 'Weaker'.

Financial Profile

CPUK envisages the issuance of GBP648 million of class A6 and A7
notes, split 50-50, to fully repay the GBPP440 million class A2
notes due 2024. The remainder will be applied for general corporate
purposes including distributions. This increases leverage to 5.1x
and 7.9x net debt-to-EBITDA in the financial year ending April 2024
(FY24) for class A and B, respectively, just above Fitch's
downgrade sensitivity for class A of 5.0x in FY24 and close to the
class B downgrade trigger of 8.0x net debt-to-EBITDA. However,
strong operational performance, which Fitch expects to continue
despite higher inflation and pressure on discretionary spending,
allows the company to reduce the leverage to below 5.0x and 8.0x by
FY 2025, for class A and class B respectively.

The projected deleveraging profile under the FRC envisages the
class A notes' full repayment in FY35 and class B notes' full
repayment by FY42, compared with 2032 and 2039 previously. This is
due to the higher notional amount of the class A after the issuance
of class A6 and A7 as well as the expected maturity date for class
A6 and A7 in 2027 and 2031, which implies a longer period of
deferrals for the class B notes.

PEER GROUP

Operationally, the most suitable WBS comparisons are WBS pubs, as
they share exposure to discretionary consumer spending. CPUK has
proven less cyclical than leased pubs with strong performance
during previous major economic downturns. The coronavirus pandemic
also demonstrated that CPUK has more control over its costs.

Due to the similarity in debt structure, the transaction can also
be compared with Arqiva Group Limited. Arqiva's WBS notes are also
rated 'BBB' and envisage full repayment via a cash sweep in 2032,
similar to CPUK's expected full class A repayment. Fitch assesses
industry risk for Arqiva as 'Stronger' as it benefits from
long-term contractual revenue with strong counterparties, versus
the 'Weaker' assessment for CPUK. However, Arqiva's prepayment
timing is somewhat restricted by the expiry of these long-term
contracts.

Arqiva's junior high-yield debt is less comparable with CPUK's
class B, due to separate issuer and bullet maturity, which
introduces refinancing risk. The lesser degree of subordination and
cash sweep feature of CPUK class B notes justify the 'B' rating,
which is one notch higher than Arqiva's junior notes.

Roadster Finance DAC (Tank & Rast [T&R]) is rated 'BBB-' with a net
debt/EBITDA peak of 5.4x, higher than CPUK's class A leverage. T&R
is not operationally similar to CP, but its financial structure of
soft maturity with a cash sweep is comparable. T&R's legal
structure aims to emulate the WBS framework, but Fitch views it as
weaker than the UK's administration receivership framework utilised
in WBS.

RATING SENSITIVITIES

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

Class A notes:

- Deterioration of the expected leverage profile with net
debt-to-EBITDA above 5.0x by FY25;

- Substantial repayment of class A notes not expected to be
achieved by FY33 under the FRC.

Class B notes:

- Deterioration of the expected leverage profile with net
debt-to-EBITDA above 8.0x by FY25;

- Substantial repayment of class B notes not expected to be
achieved by FY41 under the FRC.

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

Class A notes:

- A significant improvement in performance above the FRC, with a
resulting improvement in the projected deleveraging profile with
net debt-to-EBITDA below 4.0x in FY25 (although CPUK has
historically tapped and re-leveraged the structure several times);

- Full repayment of the class A notes expected to occur well before
FY32 under the FRC.

Class B notes:

- An upgrade is precluded under the WBS criteria given the current
tap language, which requires the ratings post-tap to be the lower
of the ratings of the class B notes at close and the then current
ratings pre-tap (i.e., potentially B or lower). This means an
upgrade could result in unwanted rating volatility if the
transaction taps the class B notes. Even without this provision,
given the sensitivity of the class B notes to variations in
performance due to their deferability, they are unlikely to be
upgraded above the 'B' category.

TRANSACTION SUMMARY

The transaction is secured by CP's holiday villages: Sherwood
Forest in Nottinghamshire, Longleat Forest in Wiltshire, Elveden
Forest in Suffolk, Whinfell Forest in Cumbria and Woburn Forest in
Bedfordshire. Each site has an average of 867 villas and is set in
a forest environment with extensive central leisure facilities.

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.

CURZON MORTGAGES: S&P Assigns CCC(sf) Rating on Class X-Dfrd Notes
------------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Curzon Mortgages
PLC's class A1, A2, B, C-Dfrd, D-Dfrd, E-Dfrd, F-Dfrd, G-Dfrd, and
X-Dfrd U.K. RMBS notes. At closing, Curzon Mortgages also issued
unrated class Z and R notes and X1, X2, and Y certificates.

The transaction is a refinancing of the Chester B1 Issuer PLC
transaction, which closed in April 2020 (the original
transaction).

S&P said, "We have based our credit analysis on the GBP922 million
pool. The pool comprises first-lien U.K. owner-occupied residential
mortgage loans that Northern Rock PLC originated. The loans are
secured on properties in England, Wales, Scotland, and Northern
Ireland, and were originated between 1995 and 2009. The underlying
loans in the securitized portfolio are serviced by Topaz Finance
Ltd., which is also the legal title holder. Topaz Finance is a
subsidiary of Computershare Mortgage Services Ltd. (CMS). We
reviewed CMS' servicing and default management processes and are
satisfied that it is capable of performing its functions in the
transaction."

Of the closing pool, 17.44% of the loans are in arrears, with
11.41% of that portion in severe arrears (90+ day arrears). Of the
pool, 2.84% is considered reperforming. However, the average
payment rate on most of the severe arrears loans have been
consistently high with one-third of the loans in severe arrears
paying above 70% over the past three years.

There is high exposure to interest-only and part-and-part loans in
the pool at 52.58%, and the borrowers in this pool may have
previously been subject to a county court judgement (CCJ; or the
Scottish equivalent), an individual voluntary arrangement, or a
bankruptcy order prior to the origination.

The rated notes are supported by the principal borrowing mechanism,
the general reserve, and the liquidity reserve (class A1, A2, and B
notes). The first two are subject to a principal deficiency ledger
(PDL) condition for the class B to G-Dfrd notes unless they are the
most senior outstanding. The class B notes' access to the liquidity
reserve fund is subject to being the most senior class outstanding
or having a PDL balance of less than 10% of this class of notes'
outstanding balance. These reserve funds were funded at closing.

A portion of joint lead managers' (JLMs) indemnity claims ranks
senior and are thus modelled in our cash flow analysis. They
represent a potential expense (to the benefit of the JLMs) if, for
instance, investors sue the JLMs for costs and expenses in
connection with the issuance of the notes. There is also a
subordinated component to the JLMs' indemnity claims, which rank
senior to the class X principal and interest. S&P has considered
this in its rating on the class X notes.

S&P said, "There are no rating constraints in the transaction under
our counterparty, operational risk, or structured finance sovereign
risk criteria. We consider the issuer to be bankruptcy remote.

"We expect inflation to continue to be high in U.K. in the near
term. Although high inflation is overall credit negative for all
borrowers, inevitably some borrowers will be more negatively
affected than others, and to the extent inflationary pressures
materialize more quickly or more severely than currently expected,
risks may emerge. Borrowers in this transaction are largely paying
a floating rate of interest (standard variable rate or tracker). As
a result, they will feel the effect of rising cost of living
pressures. We have considered these risks in our loan
characteristic and originator adjustments. Based on our most recent
macroeconomic forecasts, we have also maintained our mortgage
market outlook for the U.K. to reflect uncertain economic
conditions and increased credit risk. These continue to affect our
'B' foreclosure frequency assumptions for the archetypal pool. We
have also performed sensitivities related to higher levels of
defaults in our cash flow analysis and the assigned ratings remain
robust to these sensitivities."

  Ratings

  CLASS      RATING*     AMOUNT (MIL. GBP)

  A1         AAA (sf)      727.425

  A2         AAA (sf)       38.286

  B          AA- (sf)       53.046

  C-Dfrd     A- (sf)        36.901

  D-Dfrd     BBB (sf)       13.838

  E-Dfrd     BB (sf)        13.838

  F-Dfrd     B (sf)          9.225

  G-Dfrd     B- (sf)         6.919

  Z          NR             23.063

  R          NR             11.012

  X-Dfrd     CCC (sf)       18.450

  X1 certificates  NR          N/A

  X2 certificates  NR          N/A

  Y certificates   NR          N/A

*S&P's ratings address timely receipt of interest and ultimate
repayment of principal for the class A1, A2, and B notes, and the
ultimate payment of interest and principal on the other rated
notes. Its ratings also address the timely receipt of interest on
the class C–Dfrd to X-Dfrd notes when they become the most senior
outstanding. All class C-Dfrd to X-Dfrd interest deferred prior to
a class of notes becoming most senior is due by the legal final
maturity date.
N/A--Not applicable.
NR--Not rated.


DAVE'S BRIDAL: Enters Administration After US Parent Collapses
--------------------------------------------------------------
Alex Turner at TheBusinessDesk.com reports that wedding dress
retailer David's Bridal has collapsed into administration hours
after its American owner filed for bankruptcy.

The UK business has four stores, in Birmingham, Glasgow, London and
Watford, and employs more than 150 people.  The David's Bridal UK
operations will continue to trade as normal to fulfil orders,
whilst conducting a stock liquidation through the retail outlets.

The retailer, which specialises in weddings and occasion dresses,
launched in the UK in 2013 and opened its flagship store on Temple
Row in Birmingham city centre in November 2016.

Andy Pear and Milan Vuceljic of Moorfields Advisory were appointed
joint administrators to the UK business, TheBusinessDesk.com
relates.

According to TheBusinessDesk.com, Mr. Pear said: "Like many
retailers David's Bridal has faced challenges resulting from the
COVID-19 pandemic and uncertain economic conditions.

"We are working with our US counterparties to help deliver all
current orders to customers and customers should contact their
store with any questions."

David's Bridal filed for Chapter 11 protection in New Jersey on
April 17 and launched a similar process in Canada, just days after
the US business announced 9,000 job cuts out of a workforce of
11,000 people, TheBusinessDesk.com discloses.

In a statement, David's Bridal, as cited by TheBusinessDesk.com,
said it "intends to continue exploring a sale of all or some of its
assets".


DUNADRY DEVELOPMENT: Completes CVA, Exits Insolvency Proceedings
----------------------------------------------------------------
Ryan McAleer at The Irish News reports that the firm which owns
Belfast's Wellington Park Hotel and The Botanic Inn has exited
insolvency proceedings after completing a company voluntary
arrangement (CVA).

Dunadry Development Company Ltd is owned by members of the Mooney
family, who also own the Armagh City Hotel.

The company entered the CVA in December 2020 after Covid-19
lockdowns heaped further financial pressure on its Belfast
hospitality businesses, which were already under strain, The Irish
News relates.

According to The Irish News, the directors opted for the CVA on the
back what they described as "unsustainable losses and difficult
trading conditions".

A form of insolvency, a CVA enables directors to stay in control of
a business, maintaining it as a going concern while negotiating
with unsecured creditors.

But it often involves significant restructuring.  In Dunadry
Development Company's case, it resulted in subsidiary Wellington
Park Hotel Ltd being liquidated, The Irish News notes.

That business had effectively acted as the operator of the Malone
Road hotel.

Dunadry Development Company subsequently took over as operator of
the 75-bedroom hotel and later secured a contract with Queen's
University to house students for the 2021/22 academic year, The
Irish News recounts.

Despite continuing to trade, it is not currently possible to book
rooms on the Wellington Park Hotel website, typical of hotels which
are subject to long-term government contracts, The Irish News
discloses.


METRO BANK PLC: Fitch Affirms LongTerm IDR at 'B', Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has affirmed Metro Bank PLC's Long-Term Issuer
Default Rating (IDR) at 'B' and Viability Rating (VR) at 'b'. The
Outlook is Stable.

KEY RATING DRIVERS

Capital Constraints: Metro Bank's ratings primarily reflect its
weak capitalisation and the ensuing constraints this has on the
business model. The VR has been assigned below the implied VR of
'bb-' because its assessment of Metro Bank's capitalisation and
leverage has a high influence on the VR, and also because it is
operating within regulatory capital buffers. The ratings consider
the bank's weak, but improving, profitability, healthy asset
quality, and adequate funding and liquidity profile.

Return to Profitability Expected: Metro Bank reported it was
profitable on an underlying basis in 4Q2022, which in Fitch's view
was driven by higher interest rates along with a shift to
higher-yielding lending. Fitch expects the bank to record a modest
profit in 2023, largely supported by a widening net interest margin
and materially reduced remediation costs, but the uplift to revenue
will diminish with higher funding costs and a rise in LICs given
the weaker economic environment.

Business Model Pressures: Structural pressures on Metro Bank's
business model is shown by its weak capitalisation and years of
losses, mainly due to restructuring and remediation costs as well
as investments in governance and risk controls. Fitch expects
performance to improve in 2023-2024 as the bank is increasingly
targeting higher-yielding loans and has reduced its high fixed-cost
base, although new business growth will be subdued due to tight
capital buffers.

Targeting Higher-Yielding Business: Metro Bank's underwriting
standards are reasonable, demonstrated by a fairly low impaired
loans ratio, despite an increasing share of higher-yielding and
unsecured loans. Some of the more complex specialist mortgages will
require greater manual underwriting, although Fitch expects the
higher yields to offset the higher risk.

Healthy Asset Quality: The bank's impaired loans ratio fell to 2.7%
at end-2022 from 3.7% at end-2021, driven mainly by repayments,
successful claims against non-performing state-guaranteed Bounce
Back loans and some write-offs of commercial exposures. Most loans
are to retail customers, mainly in the form of mortgage lending,
and continue to perform well, although Fitch expects asset quality
to deteriorate as unemployment increases. Given this and the bank's
increased share of higher-risk loans, Fitch expects loan impairment
charges (LICs) to rise, but remain manageable.

Tight Capital Buffers: Metro Bank's common equity Tier 1 (CET1) and
total capital ratios at 1 January 2023 on a pro-forma basis were
9.9% and 13.0%, respectively (end-2022: 10.3% and 13.4%). These
provide limited headroom over the 8.2% and 11.9% minimum
requirements, including the capital conservation buffer and the 1%
UK countercyclical capital buffer (CCYB).

In July 2023, the CCYB will rise to 2%, putting additional pressure
on Metro Bank meeting its minimum requirements plus buffers as
risk-weighted asset growth will consume capital at a greater rate
than profitability allows. Metro Bank's Pillar 2A buffer declined
to 0.5% from 1.1% in June 2022, before further falling to 0.4% on 1
January 2023, helping the bank meet its minimum requirement for own
funds and eligible liabilities (MREL) and its Tier 1 requirement.

Mainly Deposit Funded: Metro Bank is mainly funded by retail and
SME deposits. This results in a moderate gross loans/deposits ratio
of 83% at end-2022. About half the deposit base comprises stable
retail deposits, which is supported by the branch franchise and a
lower reliance on price-sensitive deposits than some peers. The
bank also obtained GBP3.8 billion of longer-term funding from the
Bank of England's Term Funding Scheme. Fitch believes it will
remain challenging and expensive for the bank to issue debt in the
capital markets in the short term.

RATING SENSITIVITIES

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

The ratings would come under pressure if a failure to return to
profitability in 2023 or to issue sufficient MREL in the short term
threaten the bank's ability to meet its capital and MREL
requirements.

Fitch could also downgrades the ratings if Fitch believes that the
execution of the bank's turnaround strategy has become less likely
or is significantly delayed. This could be caused by
higher-than-expected operating and funding costs or impairment
charges.

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

An upgrade of Metro Bank's VR would require improvements to
profitability that are sufficiently material and structural to
generate reasonable and resilient headroom over minimum capital
requirements, including buffers. An upgrade is also likely to
require a sustained record of a stronger business profile,
supported by adequate asset-quality and liquidity metrics.

Metro Bank's Long-term IDR could be upgraded to one notch above the
VR if a bank holding company is established as planned, if the
holding company becomes the main issuer of MREL debt, and if this
results in the operating company's senior creditors continuing to
benefit from sufficient additional protection if the bank fails.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

Senior Preferred and Senior Non-Preferred Debt: Metro Bank's senior
non-preferred (SNP) debt is rated in line with the bank's Long-Term
IDR, with a Recovery Rating of 'RR4'. The rating reflects its
assumption that the bank will meet its MREL with SNP and more
junior debt and equity, and that recoveries will be average.

The long-term rating of the senior preferred (SP) debt programme is
one notch above the bank's Long-Term IDR to reflect the additional
protection afforded to senior preferred creditors by the available
buffer of SNP and more junior debt instruments.

The bank's MREL requirement was 17.0% of risk-weighted assets
(20.5% including non-confidential buffers) at end-2022. The bank's
MREL ratio at end-2022 was 17.7%, above minimum requirements but
within the requirement including non-confidential buffers. At 1
January 2023, on a pro-forma basis, the MREL ratio was 17.4%,
against a minimum requirement of 16.7% (20.2% with buffers), which
decreased due to P2A reductions of 0.36%.

Tier 2 Debt: Metro Bank's Tier 2 notes are rated two notches below
the VR at 'CCC+', in line with the baseline notching in its Bank
Rating Criteria, with a Recovery Rating of 'RR6' to reflect poor
recovery prospects in a non-viability event.

Metro Bank's Government Support Rating (GSR) of 'no support'
reflects Fitch's view that senior creditors cannot rely on
extraordinary support from the UK authorities in the event that the
bank becomes non-viable. This is due to UK legislation and
regulations that provide a framework requiring senior creditors to
participate in losses after a failure, and to the bank's low
systemic importance.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

Metro Bank's SNP and SP debt ratings are mainly sensitive to its
Long-Term IDR, as well as to its assessment of recovery prospects
upon failure. They could be downgraded if its loss-severity
expectations increase, for example, if Metro Bank is unable to meet
its MREL or if requirements are materially reduced or removed. The
Tier 2 debt rating is mainly sensitive to changes in the VR.

An upgrade of Metro Bank's GSR would be contingent on a positive
change in the sovereign's propensity to support banks, which Fitch
believes is highly unlikely in light of the prevailing resolution
regime.

VR ADJUSTMENTS

The operating environment score of 'aa-' is in line with the 'aa'
category implied score but Fitch adjusts it downward for the
following reason: sovereign rating (negative). This is to reflect
the score is constrained by the UK sovereign rating
(AA-/Negative).

The business profile score of 'b+' has been assigned below the
'bbb' category implied score due to the following adjustment
reasons: Business Model (negative), Strategy and Execution
(negative).

The asset quality score of 'bbb' has been assigned below the 'a'
category implied score due to the following adjustment reasons:
Underwriting Standards and Growth (negative).

The capitalisation & leverage score of 'b' has been assigned below
the 'a' category implied score due to the following adjustment
reasons: Internal Capital Generation and Growth (negative) and
Regulatory capitalisation (negative).

The funding & liquidity score of 'bb' has been assigned below the
'a' category implied score due to the following adjustment reasons:
Non-Deposit Funding (negative).

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
   -----------                    ------          --------  -----
Metro Bank PLC    LT IDR             B    Affirmed             B
                  ST IDR             B    Affirmed             B
                  Viability          b    Affirmed             b
                  Government Support ns   Affirmed             ns

   Subordinated   LT                 CCC+ Affirmed   RR6     CCC+

   Senior
   preferred      LT                 B+   Affirmed             B+

   Senior
   non-preferred  LT                 B    Affirmed   RR4       B

   Senior
   preferred      ST                 B    Affirmed             B

SAFEGUARD SVP: Bought Out of Administration by Trek-Group
---------------------------------------------------------
Business Sale reports that automotive engineering group Trek-Group
has acquired vehicle conversion firm Safeguard SVP out of
administration.

According to Business Sale, Sheffield-based Trek-Group says that
the acquisition of the Colchester-based firm achieves a "strategic
objective" by bolstering its manufacturing and aftersales
capabilities in the south of England.

Safeguard SVP is a specialist in converting vehicles for government
fleet operators, including ambulance, fire, defence and police.
The company, which was founded in 1998, fell into administration in
late March 2023, with Quantuma Advisory's Elias Paourou and Sean
Bucknall appointed as joint administrators, Business Sale relates.

The joint administrators ran an accelerated sale process for the
business and its assets, ultimately securing a sale to Trek-Group,
Business Sale discloses.  In the company's most recent accounts,
covering the year to March 31 2022, its fixed assets were valued at
GBP526,285 and current assets at close to GBP2.6 million, with net
assets amounting to GBP826,879, Business Sale states.


SCC POWER PLC: Fitch Assigns 'CC' Rating to $17.861M Sr. Sec Notes
------------------------------------------------------------------
Fitch Ratings has assigned a 'CC' rating to SCC Power Plc's (SCC
Power) $17.861 million first lien senior secured notes due in 2028,
$310 million second lien senior secured notes and $200 million
senior secured notes due in 2032.

RATING RATIONALE

The rating reflects SCC Power's operational stage, moderate
operating risks with an experienced operator, and SCC's dependence
on the country's off-taker and electricity market coordinator,
Compania Administradora del Mercado Mayorista Electrico (CAMMESA).
Fitch views this exposure as systemic but strongly reliant on
federal government transfers.

The rating also reflects permissions under the debt structure to
allow for the issuance of new debt that could be preferred in the
waterfall ranking and is heavily exposed to refinance risk after
the maturity of the power purchase agreements (PPAs). After the
expiry of the current PPAs, the debt will also bare unhedged
financial risk, as revenues will be ARS denominated and exposed to
foreign currency devaluation. The debt also benefits from a six
months debt service reserve account.

The rating is constrained by the weak financial profile when the
debt matures. The level of revenues are significantly lower after
the expiration of current PPAs, which poses challenges to
refinancing the notes at maturity. However, the sponsor plans to
optimize SCC's future cash generation, and Fitch believes that the
sponsor's experience with thermal power operation and Argentina's
market framework might support the refinancing in 2028 and 2032.

KEY RATING DRIVERS

Experienced Operator and Defined Overhaul Costs [Operation Risk:
Midrange]

All four plants benefit from O&M agreements and Long-Term Services
Agreements (LTSA) with Siemens S.A. The contracts count with
defined overhaul routine with fixed prices and have some exposure
to foreign exchange (FX) risk. Fitch believes that the sponsor's
experience in operating similar technology plants are positive to
the project.

Fuel Supply Fully Mitigated by the Revenue Framework [Supply Risk:
Midrange]

Both oil and gas are fully supplied by CAMMESA, projects' sole
off-taker. As per the PPA and spot framework, in case of any supply
failure the project is not obligated to dispatch and still receives
its fixed capacity payment. This represents a stronger attribute
that isolated the fuel supply risk to the project. Even after PPA's
expire, as per the current regulations, CAMMESA would still be
responsible for the fuel supply.

Weak Counterparty and Relevant Exposure to Merchant Prices [Revenue
Risk: Weaker]

The thermal plants' sole off-taker is CAMMESA, a private company
which is the wholesale power market administrator and operator in
Argentina. CAMMESA's payment risk is viewed as systemic, however,
strongly dependent on transfers from the national government. Due
to Argentina's power sector characteristics, the systemic risk is
viewed to have a credit quality one notch below Argentina's Local
Currency (LC) Issuer Default Rating (IDR). Until 2027, most of the
project's revenues will come from USD denominated fixed capacity
payments that cover fixed costs and debt service. From 2028 to
2032, after most of the PPA's expiry, the projects will rely on
spot price revenues, which are indexed in Argentinian pesos and
adjusted by the government.

Non-Amortizing Debt With Cash Sweep Mechanism [Debt Structure:
Weaker]

The debt structure of each of the three notes is non-amortizing,
with a bullet payment at the maturity dates. Nonetheless, the notes
count with a cash sweep mechanism that is triggered quarterly
whenever unrestricted cash amounts are higher than USD15 million.
Additional debt can be issued for the expansion of the already
existent power plants, for the remediation of one of them as well
as refinancing of the current notes without rating confirmation.
The debt also relies on a six months debt service reserve account
(DSRA). There is no waterfall structure for the onshore accounts
and the intercompany loans among subsidiaries are allowed.

Financial Summary

Under Fitch's base case, the first lien notes are expected to be
paid through the cash sweep mechanism before maturity. Nonetheless,
as the debt structure allows for new indebtedness that would be
prioritized it might not occur. The second and third lien notes are
exposed to foreign currency risk and must be refinanced at
maturity. The refinancing depends on the ability of management to
reduce costs and still maintain the availability levels of the
plants, and also to re-establish Matheu's operation as a way to
secure positive cash flows.

Despite the expected weak financial profile at notes' maturity as
the revenues are expected to be much lower, the rating is supported
by Fitch's view that SCC's should be able to refinance, given its
sponsor's sound access to local markets, demonstrated experience
with thermal plant operations and the perpetual tenor of the
asset's permits.

VARIATION FROM CRITERIA

A variation was proposed to the treatment of systemic risk defined
in the Infrastructure and Project Finance Rating Criteria, which
would in principle detach payment risk from any individual
counterparty's credit quality. CAMMESA's payment risk is viewed as
systemic due to the role it plays in the country's power system.
However, it is strongly dependent on transfers from the national
government, which have been significantly delayed over the years.
Therefore, systemic risk in the Argentinian power sector is viewed
to have a credit quality one notch below Argentina's Local Currency
IDR.

PEER GROUP

SCC Power's closest peer is MSU Energy S.A. (MSU Energy; Long-Term
Foreign Currency and Local Currency IDRs CCC-), an Argentine
electric power company that controls thermal power plants. Despite
having the same ultimate parent as SCC, both are evaluated
separately, given their different corporate and debt structures.
MSU Energy's ratings reflect its dependence on CAMMESA. However, it
has a fully amortizing debt that will mature when PPAs are still in
place. Therefore, differently from SCC Power, MSU Energy's rated
notes are not exposed to refinancing risk nor spot capacity
revenues. Fitch expects MSU Energy's leverage to continually reduce
to 2.3x by 2025, which, combined with the later factors, justifies
its higher rating.

RATING SENSITIVITIES

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

- A substantial worsening of near-term operating performance
relative to Fitch's expectations;

- Significant payment delays from CAMMESA;

- Inability of SCC Power's to optimize future cash generation.

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

- Unlikely in the short term, but qualitative improvement in
refinance risk following management's efforts to optimize SCC
Power's future cash generation and;

- Further regulatory developments leading to a market less reliant
on support from the Argentine government or a sovereign upgrade
that could positively affect the company's collections/cash flow.

TRANSACTION SUMMARY

SCC POWER Plc. is a public limited company organized under the laws
of England and Whales.

The issuer acquired the business enterprise of Stoneway Capital
Corporation (Stoneway), consisting of four thermal power generation
facilities located in the Province of Buenos Aires, Argentina with
an aggregate capacity of 791 MW, consisting of 686.6 MW simple
cycle brown-field projects and 105 MW to close the cycle of one of
the plants.

The acquisition and restructuring transactions were carried out
pursuant to the Chapter 11 of Stoneway and its affiliated
debtors-in-possession, which went effective on May 17, 2022, and
took place after Stoneway defaulted on its notes in 2020.

The four operational simple cycle plants, Las Palmas, Lujan, Matheu
and San Pedro have been awarded 10-year PPAs in the thermal
Generation Auction of 2016 (Resolution S.E.E. No. 21/2016).
Additionally, in October 2017, a new auction was held where the
expansion of one of the plants, San Pedro, was awarded with a
15-year PPA for its combined cycle operation.

FINANCIAL ANALYSIS

Given the level of the rating, Fitch did not develop base and
rating case scenarios. Fitch performed a qualitative assessment of
the level of default risk and the extent of any remaining margin of
safety indicated by the issuer's overall operating and financial
risk profile.

SECURITY

Secured first lien notes: US$17,861,000; Interest Rate: 6% ;
Maturity: 2028

Secured second lien notes: US$310,000,000; Interest Rate: 8%;
Maturity: 2028

Secured third lien notes: US$200,000,000; Interest Rate: 4% ;
Maturity: 2032

Amortization of all the notes is bullet at the maturity date and
the debt structure is secured in first priority lien by a pledge of
substantially all assets of the issuer and its subsidiaries,
including receivables and equipment, and counts with a cash sweep
mechanism.

Criteria Variation

A variation was proposed to the treatment of systemic risk defined
in the Infrastructure and Project Finance Rating Criteria, which
would in principle detach payment risk from any individual
counterparty's credit quality. CAMMESA's payment risk is viewed as
systemic due to the role it plays in the country's power system.
However, it is strongly dependent on transfers from the national
government, which have been significantly delayed over the years.
Therefore, systemic risk in the Argentinian power sector is viewed
to have a credit quality one notch below Argentina's LC IDR.

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        
   -----------            ------        
SCC Power Plc

   SCC Power
   Plc/Debentures/1   LT CC  New Rating

   SCC Power
   Plc/Debentures/2   LT CC  New Rating

   SCC Power
   Plc/Debentures/3   LT CC  New Rating

TRITON UK: Moody's Puts 'B3' CFR Under Review for Downgrade
-----------------------------------------------------------
Moody's Investors Service has placed Triton UK Midco Limited's
(Synamedia or the company) B3 corporate family rating and B3-PD
probability of default rating on review for downgrade.

Concurrently, Moody's downgraded to B3 from B2 the USD305 million
senior secured first lien term loan due October 29, 2024 (USD244
million outstanding as of December 31, 2022, "First Lien") and the
senior secured first lien revolving credit facility (RCF) issued by
Synamedia Americas Holdings, Inc. The outlook for Synamedia was
changed to ratings under review from stable.

RATINGS RATIONALE

Synamedia's review for downgrade reflects (1) Moody's assessment of
the company liquidity profile, which the rating agency considers
weak due to reliance entirely on the RCF (USD10 million drawn as of
end of December 2022), (2) a negative Moody's adjusted free cash
flow (FCF) and (3) the decline of total revenue at a faster rate
than Moody's originally anticipated. The rating agency also
negatively views that the anticipated refinancing in early 2022,
later postponed, has yet to materialize; the RCF was extended to
May 2026, but the rating agency highlights that a clause in the
documentation would bring the maturity forward 91 days prior to the
First Lien maturity (to   about the end of July 2024) if no
refinancing had taken place by such time.

The downgrade of the First Lien and RCF facilities to B3 reflects a
weakening interest coverage since FY 2021 (fiscal year ending June
2021) and as well as the need for the shareholders to inject
further capital since the spin-off from Cisco Systems, Inc. (A1,
stable); in November 2022 a USD25 million was injected to support
the business transformation phase with small add-on acquisitions
and improve liquidity as well as in October 2019 when a USD 80
million was injected to meet a shortfall in the initial working
capital funding provided on October 28, 2018 as part of the
acquisition of the business.

Media Cloud Services and Video Network revenues growth has yet to
offset the structural decline in Broadcast Technology divisions.

Moody's acknowledges Synamedia recent efforts to restructure its
high cost base through a significant personnel reduction and
expects positive FCF from July 2023; nevertheless the rating agency
estimates liquidity to remain weak in the next 12-18 months as the
company's limited cash flow generation is used to repay the RCF
drawings and the amortization of the First Lien (USD23 million per
year).

LIQUIDITY

Moody's views Synamedia's liquidity as weak. As of December 2022
the company had USD12.5 million of available cash on balance sheet
and USD50 million of availability under the RCF. The rating agency
expects RCF availability to be have been reduced in the 3Q of FY
2023 (January – March 2023) to finance the personnel
restructuring costs and at least a portion of its debt servicing
obligation.

Albeit the RCF commitments were increased from USD50 million to
USD60 million in May 2022, the availability will reduce by USD5
million as of October 2023 in line with the original maturity date
as not all the lenders agreed to the extension. Additionally, the
RCF amended documentation includes a springing forward maturity
clause that is triggered if a refinancing of the First Lien has not
occurred by the end of July 2024.

The RCF has a springing leverage covenant set at 4.0x net first
lien leverage when outstandings are exceeding 35% of the total
commitments; there is ample room under the financial covenant as it
allows add back for reduction in operating costs.

The company's senior secured first lien term loan amortizes by
USD23 million per year and the balance at repayment in October 2024
would be USD209 million.

ESG CONSIDERATIONS

Moody's assessed the company's governance to be a key driver for
the rating action. The overall Governance score of Triton UK Midco
Limited remain unchanged at highly negative.

STRUCTURAL CONSIDERATIONS

Moody's B3 rating of the First Lien and the RCF facilities is in
line with the CFR of the company. The company has also USD100
million second lien due in 2025, which is not rated by Moody's.

The security package is standard in the leverage finance market and
represented largely by share pledges, which is considered weak.

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

Moody's review for downgrade will focus on progress made towards a
refinancing of the existing senior secured first lien term loan as
well as the credit profile benefits from the cost savings
initiatives recently implemented by company and new contract
acquisitions. A refinancing would ease the current liquidity
pressure by removing the debt amortization requirements.

LIST OF AFFECTED RATINGS

Placed On Review for Downgrade:

Issuer: Triton UK Midco Limited

Probability of Default Rating, Placed on Review for Downgrade,
currently B3-PD

LT Corporate Family Rating, Placed on Review for Downgrade,
currently B3

Downgrades:

Issuer: Synamedia Americas Holdings, Inc.

Senior Secured Bank Credit Facility, Downgraded to B3 from B2

Assignment:

Issuer: Synamedia Americas Holdings, Inc.

Senior Secured Bank Credit Facility, Assigned B3

Outlook Actions:

Issuer: Triton UK Midco Limited

Outlook, Changed To Ratings Under Review From Stable

Issuer: Synamedia Americas Holdings, Inc.

Outlook, Remains Stable

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in Staines, UK, Synamedia is a global provider of
video infrastructure technology whose portfolio features video
network services; anti-piracy solutions and intelligence; and video
platforms with fully-integrated capabilities including cloud
digital video recording (DVR) and advanced advertising. The company
operates through 3 segments: (1) Broadcast Technologies, (2) Media
Cloud Services, and (2) Video Network.


                           *********


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

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

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

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