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

                          E U R O P E

          Friday, April 21, 2023, Vol. 24, No. 81

                           Headlines



C Z E C H   R E P U B L I C

ALLWYN INTERNATIONAL: S&P Rates New Senior Secured Notes 'BB'


I R E L A N D

PURPLE FINANCE 1: Moody's Affirms B1 Rating on EUR9.5MM F Notes


N E T H E R L A N D S

PROMONTORIA HOLDING: Moody's Ups CFR & Senior Secured Notes to Ba3
TMF SAPPHIRE: Moody's Affirms B2 CFR, Rates Senior Secured Debt B2


P O L A N D

CANPACK S.A.: S&P Affirms 'BB-' ICR, Outlook Negative


P O R T U G A L

NOVO BANCO: Moody's Hikes Deposit Ratings to Ba1, Outlook Positive


S W E D E N

RECIPHARM AB: S&P Downgrades ICR to 'B-', Outlook Stable


U N I T E D   K I N G D O M

BONAR YARNS: Bought Out of Administration by Newman Yarns
ELITE SPORTS: Administrators to Proceed with Case v. Rangers FC
EM MIDCO 2: Moody's Affirms 'B2' CFR & Alters Outlook to Negative
HEALTHCARE SUPPORT: Moody's Affirms Ba2 Rating on GBP197.8MM Bonds
HENLEY CONSTRUCT: Enters Administration, Taps 360 Insolvency

MOTION MIDCO: Moody's Affirms B3 CFR & Alters Outlook to Positive
STERLING SERVICES: Enters Administration, 45 Jobs Affected
STEWART AND SHIELDS: Cash Flow Difficulties Prompt Liquidation
THAME AND LONDON: Moody's Rates New GBP550MM Secured Notes 'B3'
WALLS BAKERY: Goes Into Administration, Nine Jobs Affected



X X X X X X X X

[*] BOOK REVIEW: Transnational Mergers and Acquisitions

                           - - - - -


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C Z E C H   R E P U B L I C
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ALLWYN INTERNATIONAL: S&P Rates New Senior Secured Notes 'BB'
-------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '3'
recovery rating to the proposed EUR1.3 billion-equivalent senior
secured notes to be issued by Allwyn International A.S.
(BB/Stable/--).

The company intends to use note proceeds to purchase Apollo's
preference shares for about EUR675 million, repay the group's
EUR300 million senior secured notes due 2024, repay about EUR180
million drawn from the revolving credit facility, and fund general
corporate purposes. S&P said, "Although we expect adjusted leverage
will slightly increase pro forma the transaction, we do not expect
the increase to be prolonged and think Allwyn will remain within
our stipulated leverage threshold for the rating. As such, our 'BB'
issuer credit rating on the company and its rated debt are not
affected." Also, the transaction should help diversify funding
sources by accessing U.S. capital markets and increasing the
group's proportion of fixed-rate debt, extend its maturity profile,
strengthen its liquidity profile, and help simplify the corporate
structure.

S&P said, "Overall, due to higher financial debt, we expect
Allwyn's leverage, as adjusted by S&P Global Ratings, to increase
toward 4x by year-end 2023, and will likely remain at that level
over the coming two years, before declining. While we consider that
Allwyn's metrics can absorb the incremental debt and recent merger
and acquisition (M&A) activity, acquisition-integration issues and
costs, material deviation from its stipulated financial policy,
particularly as it relates to dividend policy, or additional debt
issuance relating to acquisitions, could constrain the rating."

Issue Ratings - Recovery Analysis

Key analytical factors

-- S&P assigned its 'BB' issue rating to the proposed EUR1.3
billion equivalent senior secured notes.

-- The recovery is '3', indicating S&P's expectation of meaningful
(50%-70%; rounded estimate: 50%) recovery in a default scenario.

-- S&P rates Allwyn's existing EUR500 million senior secured notes
due 2027, and the EUR400 million floating notes due 2028 'BB', with
a '3' recovery rating.

-- S&P's recovery rating on the rated debt considers approximately
EUR1.87 billion of unrated debt that also sits at the holdco level,
including a EUR300 million RCF, about EUR885 million term loans,
about EUR350 million of equivalent guarantees provided to the group
in connection with the U.K. National Lottery license award, and the
EUR335 million recently signed accordion facility in conjunction
with recent M&A activity.

-- The nature of S&P's assumed hypothetical default scenario is a
critical assumption in the recovery calculation. Its default
scenario for the holding company assumes stress at one or more
subsidiaries, resulting in material reduction of dividend upstream
to the holdco level, although not necessarily the simultaneous
default of all operating companies. This could occur, for example,
with the hypothetical loss of a material license contract or severe
operational disruption in some operating entities.

-- S&P uses an EBITDA multiple approach valuation for all of
Allwyn's majority owned operating entities and severely discounted
cash dividend inflow from Lottoitalia to derive a hypothetical
gross distressed enterprise value of EUR3.9 billion (EUR3.7 billion
after administrative expense).

-- Subsequently, S&P deducted priority debt claims and derived the
implied equity value of each operating entity. Applying Allwyn's
equity ownership of OPAP and CASAG led to an estimated value
distributable to the secured claims at the holdco level of about
EUR1.9 billion.

-- As part of S&P's hypothetical default scenario, it assumes that
the Lottoitalia license, which expires in 2025, is renewed and that
no additional debt is raised on the path to default at subsidiaries
that Allwyn does not own 100% of. As such, implicit in its
assumptions and approach is that there is a residual equity value
available after structurally senior subsidiary debt claims to the
parent, Allwyn.

-- Recovery prospects are sensitive to assumptions about the
nature of how the group would ultimately default (the hypothetical
default scenario); which entities experience what level of stress;
the realized value of the operating companies; and any increase in
debt at Allwyn or the subsidiary entities on the path to default.

Simulated default assumptions

-- Year of default: 2027
-- Jurisdiction: U.K./Czech Republic

Simplified waterfall

-- Net enterprise value after administrative costs (5%): EUR3.73
million

-- Obligor/nonobligor split: 34%/66%

-- Estimated priority debt claims (consolidated debt of OPAP and
CASAG): EUR778 million

-- Net residual value distributed to priority claims (including
minority interest): EUR1.56 billion

-- Estimated senior secured debt claims: EUR3.99 billion

-- Estimated value available for secured claims: EUR2.17 billion

    --Recovery expectations: 50%-70% (rounded estimate: 50%)

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




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PURPLE FINANCE 1: Moody's Affirms B1 Rating on EUR9.5MM F Notes
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Purple Finance CLO 1 Designated Activity Company:

EUR45,700,000 Class B Senior Secured Floating Rate Notes due 2031,
Upgraded to Aaa (sf); previously on Apr 4, 2022 Upgraded to Aa1
(sf)

EUR20,400,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Aa3 (sf); previously on Apr 4, 2022
Affirmed A2 (sf)

EUR15,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Baa1 (sf); previously on Apr 4, 2022
Affirmed Baa2 (sf)

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

EUR173,700,000 (Current outstanding amount EUR144,656,679) Class A
Senior Secured Floating Rate Notes due 2031, Affirmed Aaa (sf);
previously on Apr 4, 2022 Affirmed Aaa (sf)

EUR13,800,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Ba2 (sf); previously on Apr 4, 2022
Affirmed Ba2 (sf)

EUR9,500,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2031, Affirmed B1 (sf); previously on Apr 4, 2022 Affirmed B1
(sf)

Purple Finance CLO 1 Designated Activity Company, issued in January
2018, is a collateralised loan obligation (CLO) backed by a
portfolio of mostly high-yield senior secured European loans. The
portfolio is managed by Ostrum Asset Management. The transaction's
reinvestment period ended in January 2022.

RATINGS RATIONALE

The rating upgrades on the Class B, C and D notes are primarily a
result of the deleveraging of the Class A notes following
amortisation of the underlying portfolio since the last rating
action in April 2022.

The Class A notes have paid down by approximately EUR29.04 million
(16.7%) since the last rating action in April 2022. As a result of
the deleveraging, over-collateralisation (OC) has increased across
the capital structure. According to the trustee report dated March
2023 [1] the Class A/B, Class C, Class D, Class E and Class F OC
ratios are reported at 138.9%, 125.4%, 117.1%, 110.4% and 106.2%
compared to February 2022 [2] levels of 134.1%, 122.7%, 115.5%,
109.6% and 105.8%, respectively.

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: EUR263.2m

Defaulted Securities: EUR4.2m

Diversity Score: 44

Weighted Average Rating Factor (WARF): 2733

Weighted Average Life (WAL): 3.7 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.48%

Weighted Average Recovery Rate (WARR): 46.2%

Par haircut in OC tests and interest diversion test: none

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

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

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

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

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

Additional uncertainty about performance is due to the following:

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

Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's
over-collateralisation levels.  Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. 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.



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N E T H E R L A N D S
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PROMONTORIA HOLDING: Moody's Ups CFR & Senior Secured Notes to Ba3
------------------------------------------------------------------
Moody's Investors Service has upgraded the corporate family rating
of Promontoria Holding 264 B.V. (WFS or the company) to Ba3 from B3
and the probability of default rating to Ba3-PD from B3-PD.
Concurrently, Moody's has upgraded to Ba3 from B3 the company's
backed senior secured ratings. The outlook was changed to positive
from ratings under review.

The action concludes the review initiated on February 24, 2023.

RATINGS RATIONALE

The upgrade reflects Moody's expectation that WFS' credit quality
will improve following the takeover by SATS Ltd (SATS, unrated),
which was closed on April 3, 2023. The improved credit quality
reflects the better business and financial profile of SATS compared
to WFS on a stand-alone basis. The rating action also reflects the
assumed parental support going forward.

WFS' Ba3 rating includes some uplift from SATS' likely
extraordinary support. SATS' credit quality benefits from its
market leadership position in providing airport terminal services
at Changi Airport Group (Singapore) Pte. Ltd. (Singapore Changi
Airport, Aaa stable); track record of prudent financial policy;
strong access to funding as evidenced by the right issue to fund
WFS' acquisition; and expected earnings growth supported by
synergies from WFS' acquisition that will result in an improvement
in credit metrics. The assumed support also reflects the strategic
and transformative nature of WFS' acquisition, which will allow
SATS to become the leading global air cargo player. SATS is listed
on Singapore stock exchange and its 39.7% owned by Temasek Holdings
(Private) Limited (Temasek, Aaa stable), which is fully owned by
the Government of Singapore (Aaa stable) through the Minister of
Finance (MOF).

WFS will become a core part of SATS accounting for around 65% of
the EBITDA of the combined Group as of March 2024 according to
Moody's estimate. Given the materiality of WFS' earnings, Moody's
expects that WFS is a material subsidiary, which could result in a
cross default of SATS's financial debt, should WFS default under
its bond obligations, increasing the likelihood of parental
support.

WFS rating is further supported by its strong position in cargo
handling and Moody's expectations that the company will expand
further to Asia leveraging on SATS' network; improvement in WFS'
credit metrics as Moody's assumes that the debt that is carried by
WFS will be reduced; and WFS' experienced management team which
will likely remain in place following the takeover by SATS.

The rating is constrained by integration risks related to the
transaction; WFS limited track record of generating positive free
cash flow (FCF) also reflecting the high coupon and low interest
coverage as evidenced by EBITA/interest of around 1.2x in 2022.
Moody's also notes that there is no explicit guarantee from SATS
for WFS's debt.

ESG CONSIDERATION

Governance considerations are a primary driver for the rating
action because Moody's expects WFS will adopt a more prudent
financial policy under SATS, including no sizable debt funded
acquisitions that were core part of the strategy of its previous
PE-owner.

LIQUIDITY

WFS' liquidity profile is good, supported by the strong cash on
balance sheet of EUR156 million as of December 2022 and around
EUR117.5 million available revolving credit facility (SSRCF) after
the completion of the transaction with SATS minus a fraction used
for the issuance of Letters of Credit, which amounted to EUR21.3
million as of December 31, 2022. Moody's expects that WFS will
generate around negative EUR20 million FCF in 2023 assuming
increase in capex to fund expansion projects and broadly stable
underlying earnings. FCF are expected to be positive from 2024
onwards.

The SSRCF has one springing covenant test of 8.25x net senior
secured leverage when the SSRCF is drawn by more than 40%. Moody's
expects the company to maintain sufficient headroom under this
covenant.

STRUCTURAL CONSIDERATIONS

The EUR950 million equivalent backed senior secured notes and the
EUR160 million SSRCF share the same security package and guarantor
coverage, but the backed senior secured notes rank junior to the
SSRCF upon enforcement under the provisions of the intercreditor
agreement. Consequently, the SSRCF ranks first and the backed
senior secured notes second in the waterfall of proceeds from
collateral enforcement. Given the limited weight of the SSRCF, the
backed senior secured notes are rated Ba3 in line with the CFR. The
security package consists of share pledges, intercompany
receivables and bank accounts.

RATING OUTLOOK

The positive outlook assumes that WFS' debt/EBITDA will reduce
below 5.0x over the next 12-18 months and that the company will
generate positive FCF from 2024. This will result from broadly
stable earnings and the optimization of the company's capital
structure, which will likely reduce WFS' interest payment over the
next 12-18 months.

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

A rating upgrade could be considered if a WFS' debt/EBITDA reduces
below 4.5x; EBITA/Interest improves above 2.0x; if there is more
clarity on how SATS wants to optimize WFS' capital structure.

A negative rating action could materialize if WFS debt/EBITDA will
remain sustainably above 5.0x; EBITA/Interest remains sustainably
below 1.5x; liquidity materially weakens; and SATS credit quality
materially deteriorate leading to a lower likelihood of support.

PRINCIPAL METHODOLOGY

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

TMF SAPPHIRE: Moody's Affirms B2 CFR, Rates Senior Secured Debt B2
------------------------------------------------------------------
Moody's Investors Service assigned B2 instrument ratings to the
EUR950 million backed senior secured first lien term loan B1 due
2028, the USD400 million backed senior secured first lien term loan
B2 due 2028, and the EUR200 million backed senior secured revolving
credit facility (RCF) due 2028, all issued by TMF Sapphire Bidco
B.V. Furthermore, Moody's affirmed the B2 long term corporate
family rating and the B2-PD probability of default rating of TMF
Sapphire Midco B.V. (TMF). The outlook on both entities remains
stable.

The proposed amend-and-extend transaction and the proceeds from the
new issuance will be used to refinance TMF Sapphire Bidco B.V.'s
existing EUR950 million backed senior secured first lien term loan
due in 2025, EUR150 million backed senior secured first lien
revolving credit facility due in 2025 and EUR200 million backed
senior secured second lien term loan due in 2026, to pay associated
expenses and to provide additional cash on balance sheet which will
be used to fund bolt-on acquisitions. The B1 rating on the existing
backed senior secured first lien facilities due in 2025 and the
Caa1 rating on the existing backed senior secured second lien
facility due in 2026 will be withdrawn on closing of the
refinancing. At closing Moody's will consider re-assigning the CFR
to TMF Sapphire Bidco B.V., the top entity of the restricted group,
from TMF Sapphire Midco B.V. This reflects the fact that the
reporting entity will be moved from TMF Sapphire Midco B.V. to
Tucano Topco B.V., which is an indirect holding company of TMF
Sapphire Midco B.V.

RATINGS RATIONALE

The rating action reflects:

The extension of maturity profile with the proposed transaction,
which Moody's views as credit positive, but a moderate increase in
gross debt, as well as an increase in interest costs which will
burden its Free Cash Flow (FCF) generation and interest coverage.

The company's strong operating performance over the past 3 years
and prospects for solid organic earnings growth for 2023 and
beyond, supported by company's cross-selling strategy, complemented
by contribution from bolt-on acquisitions.

Moody's-adjusted debt / EBITDA (excluding overdraft) of 6.4x as of
December 2022 or closer to 7.0x pro forma for the transaction
(excluding expected earnings contribution from bolt-on M&A), with
Moody's expectation of strong de-leveraging to around 6.0x by the
end of 2023 and below 6.0x in 2024 driven by earnings growth,
including earnings contribution from bolt-on acquisitions.

Positive but low FCF (after interest paid) generation with
FCF/Debt in low single digit percentages and interest coverage as
measured by Moody's adjusted EBITA / Interest of around 1.7x-2.0x
in Moody's forecast for 2023/2024, burdened by rising interest
expense, partly offset by the expected repayment of the more
expensive second lien debt.

TMF's B2 CFR benefits from the company's resilient business model,
with around 90% of recurring revenue, and its low sensitivity to
the business cycle, as shown by moderate growth in its revenues and
high margins during 2008 through 2010 and in 2020. The company has
an established track record of operating in the industry with
long-standing customer relationships, which create barriers to
entry. In addition, because of its global network in 86
jurisdictions, the company is well-positioned to take advantage of
cross-selling opportunities with existing clients to new
locations.

The ratings are constrained by the high Moody's-adjusted
debt/EBITDA (excluding overdrafts)  of around 6.4x in 2022 or
closer to 7.0x pro forma for the transaction which Moody's expects
to decrease to around 6.0x by the end of 2023 and low FCF
generation (FCF / Debt in low single digits percentages) in the
next 12-18 months; and the legal and regulatory risks inherent in
the industry. The event risk of dividends and/or debt financed
acquisitions associated with its private equity ownership, also
weighs on the credit profile. That said, a recent transfer to
another fund within CVC and the entry of Abu Dhabi Investment
Authority as new a minority investor, both with long-term
investment horizons, reduce the risk of re-leveraging in the near
term.

LIQUIDITY

TMF has good liquidity, supported by the expected cash balance (net
of bank overdrafts) in excess of EUR150 million post closing of the
transaction and its new upsized EUR200 million RCF, which is
expected to be undrawn at closing, and Moody's expectation of
continued positive FCF generation.

The RCF has one springing covenant that is tested when the facility
is drawn by more than 40%. Moody's expects the company to be in
compliance with the springing covenant at all times.

STRUCTURAL CONSIDERATIONS

The EUR950 million and the USD400 million backed senior secured
first lien term loans B due 2028, and the EUR200 million backed
senior secured revolving credit facility (RCF) due 2028, issued
under TMF Sapphire Bidco B.V. rank pari passu and share the same
security interest, including mainly share pledges and intercompany
receivables. They are guaranteed by certain subsidiaries of the
group, accounting for at least 70% of consolidated EBITDA. These
instruments are rated B2 in line with the CFR because the amended
capital structure is now expected to be all senior and pari passu
ranking.

OUTLOOK

The stable outlook reflects Moody's expectation that organic
earnings growth together with contribution from bolt-on
acquisitions, will result in Moody's adjusted Debt/EBITDA
(excluding overdraft) reducing below 6.0x by year-end 2024, and
continued positive FCF, with FCF/debt (excluding overdrafts) of
around 2% in 2023/2024. The stable outlook also assumes that TMF
does not undertake material debt-funded acquisitions, return
capital to shareholders, or otherwise change its financial policy
such that leverage is likely to significantly exceed 6.0x Moody's
adjusted Debt / EBITDA (excluding overdrafts) or FCF to turn
negative on a sustained basis. Finally, it incorporates Moody's
expectation that TMF will retain its good liquidity profile.

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

The ratings could be upgraded if strong earnings growth or a shift
to a more conservative financial policy results in adjusted
Debt/EBITDA (excluding overdrafts) sustainably below 5.0x, and
EBITA/Interest sustainably above 2.5x, and Moody's adjusted
FCF/Debt sustainably above 5%.

The ratings could be downgraded with expectations for
Moody's-adjusted debt/EBITDA (excluding overdrafts) remaining
significantly above 6.0x on a sustained basis, or EBITA/ Interest
being sustainably well below 2.0x, or FCF reducing towards zero for
a sustained period of time, or if liquidity deteriorates.

LIST OF AFFECTED RATINGS

Issuer: TMF Sapphire Midco B.V.

Affirmations:

LT Corporate Family Rating, Affirmed B2

Probability of Default Rating, Affirmed B2-PD

Outlook Actions:

Outlook, Remains Stable

Issuer: TMF Sapphire Bidco B.V.

Assignments:

BACKED Senior Secured Bank Credit Facility, Assigned B2

Outlook Actions:

Outlook, Remains Stable

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

TMF Sapphire Midco B.V. (TMF) is a global provider of business
process services for companies (71% of 2022 total revenue),
financial institutions, including funds and capital markets (23%),
and private clients including family offices (6%) in 86
jurisdictions, with reported revenue of EUR744 million and a
company-adjusted EBITDA of EUR235 million in 2022. The company is
majority owned by CVC Strategic Opportunities Fund II, with the Abu
Dhabi Investment Authority acquiring a 34% stake in TMF in March
2023.



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P O L A N D
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CANPACK S.A.: S&P Affirms 'BB-' ICR, Outlook Negative
-----------------------------------------------------
S&P Global Ratings affirmed its long-term ratings on Canpack S.A.,
CANPACK U.S. LLC, and the group's three senior unsecured bonds at
'BB-'.

The negative outlook reflects the likelihood that S&P could lower
its ratings in the next 12 months if EBITDA or FOCF were weaker
than expected.

Canpack's new $400 million ABL facility supports its liquidity and
alleviates the risk of an imminent covenant breach. In March 2023,
Canpack secured a five-year $400 million ABL facility to replace
the group's multicurrency RCF (EUR387 million and Polish zloty 342
million). S&P understands the company will draw about $100 million
under the ABL in 2023.

S&P said, "In contrast to the RCF, the new ABL includes a springing
fixed charge covenant (which we expect to be met in the near term),
rather than a leverage covenant. We thereby no longer think there
is risk of an imminent covenant breach. We continue to view the
group's liquidity as adequate.

"Canpack's cost position will improve in 2023 but market conditions
will remain challenging. In 2022, Canpack generated an adjusted
EBITDA of $369 million, which was below our expectations. The
weaker EBITDA generation reflected adverse foreign exchange
movements, as well as higher than expected costs (including
aluminum, U.S. wages, and transportation), which the company only
partly passed on to customers and with some delay.

"We forecast adjusted EBITDA will improve to $375 million-$405
million in 2023, driven by improved cost passthrough mechanisms and
the ramp up of U.S. operations. We also expect the group will have
better visibility over its cost structure via raw material hedges
and improved raw material sourcing.

"That said, we believe demand uncertainties will persist for 2023
(especially in Europe) and the company could face unexpected cost
increases linked to the ramp up of its U.S. operations, energy
prices in Europe, and other factors.

"The U.S. operations expansion will continue to weigh on FOCF in
2023 and 2024. We forecast substantial negative FOCF for 2023
(about negative $240 million) and 2024 (about negative $50
million). Capital expenditure (capex) will remain high in 2023
($352 million) and 2024 ($258 million) due to ongoing investments
in its U.S. operations."

This ramp-up will also weigh on Canpack's working capital, leading
to about $100 million annual working capital outflows in 2023 and
2024.

Investments in the U.S. mainly relate to Canpack's sites in
Olyphant (Pennsylvania) and Muncie (Indiana) where it completed
six, new production lines--with one more expected to be completed
in third quarter 2023. The total annual can production capacity
increase at the two sites will be about 8 billion by year-end 2023,
lifting Canpack's total capacity to about 35.5 billion. S&P expects
incremental EBITDA of $15 million to $25 million from these
facilities for 2023.

S&P said, "We expect material deleveraging will start after 2023.
We estimate Canpack's adjusted net debt will be $2.0 billion by
year-end 2023. Our adjustments include, among other things, drawing
under the company's factoring lines ($300 million), leases ($41
million), and pension liabilities ($5 million). We expect adjusted
debt to EBITDA to be marginally above 5.0x in December 2023 and
decline below 5.0x in 2024. This reduction will reflect the gradual
EBITDA contribution from U.S. greenfield investments.

"The negative outlook reflects the likelihood that we could lower
our ratings in the next 12 months if EBITDA or FOCF were weaker
than expected."

S&P could lower the ratings on Canpack if:

-- S&P sees a weakening in the company's business risk profile.

-- Profitability weakens further and negative FOCF accelerates,
signaling the current investment path is straining the company's
capabilities.

-- Adjusted debt to EBITDA exceeds 5.0x on a prolonged basis.

-- In S&P's view, the group credit profile of holding company
Giorgi Global Holdings Inc. (GGH) has deteriorated.

-- S&P could revise the outlook to stable if it sees Canpack
returning to profitability and slowing the expected cash outflow
due to working capital and growth capex needs, in combination with
the company's debt to EBITDA being comfortably below 5.0x.

ESG credit indicators: E-1, S-2, G-3

S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of Canpack S.A. The
controlling shareholder and its representatives are closely
involved in the company's operations, with no independent
oversight. We view this as moderately negative because we see a
risk that the controlling shareholder might promote its own
interest at the expense of other stakeholders.

"Environmental factors have an overall positive influence on our
credit rating analysis. The company's environmental impact is lower
than some peers', reflecting our view that aluminum packaging
solutions have the highest recycling yields, recycled content, and
scrap value. We also note the company's efforts to reduce its water
consumption and waste generation and that all its plants in Poland,
the U.K., Slovakia, the Netherlands, and Columbia use 100% of
renewable electricity. Canpack also actively promotes the recycling
of cans."




===============
P O R T U G A L
===============

NOVO BANCO: Moody's Hikes Deposit Ratings to Ba1, Outlook Positive
------------------------------------------------------------------
Moody's Investors Service has upgraded Novo Banco, S.A.'s and -
where applicable - its supported entities' long-term deposit
ratings to Ba1 from Ba3 and its senior unsecured debt and senior
unsecured medium-term note (MTN) programme ratings to Ba3/(P)Ba3
from B3/(P)B3. At the same time, Moody's has upgraded (1) the
bank's Baseline Credit Assessment (BCA) and Adjusted BCA to ba3
from b2; (2) the junior senior unsecured MTN programme ratings to
(P)B1 from (P)B3; (3) the subordinated debt and subordinate MTN
programme ratings to B1/(P)B1 from B3/(P)B3; (4) the Counterparty
Risk (CR) Assessments to Baa3(cr)/Prime-3(cr) from Ba2(cr)/Not
Prime(cr) and (5) the long-term and short-term Counterparty Risk
Ratings (CRRs) to Baa3/Prime-3 from Ba2/Not Prime. The outlook on
the long-term deposit and senior unsecured debt ratings remains
positive.

Moreover, Moody's has affirmed the bank's short-term deposit and
commercial paper ratings at Not Prime.

The rating action reflects Novo Banco's significantly improved
credit profile as a result of a de-risking strategy pursued over
several years in accordance with a restructuring plan agreed with
the European Commission, which has been successfully completed. In
upgrading Novo Banco's senior unsecured debt ratings, Moody's has
also considered the increased buffer of subordinated instruments,
as well as its expectation that the bank will issue additional
instruments to comply with its minimum requirement for own funds
and eligible liabilities (MREL).

RATINGS RATIONALE

  RATIONALE FOR UPGRADING THE BCA

The upgrade of Novo Banco's BCA to ba3 from b2 reflects the bank's
significantly improved solvency metrics, in particular its enhanced
asset quality levels, strong profitability and improved loss
absorption capacity following the far reaching restructuring of the
bank's operations.

Despite the significant reduction of its large stock of
nonperforming assets (NPAs) – mainly achieved  by way of several
large portfolio sales – Novo Banco still holds a material amount
of  non-performing loans and  repossessed real estate assets. The
bank's NPA ratio declined to a Moody's estimated 7.9% at
end-December 2022 from 11.2% a year earlier, and its nonperforming
loans (NPL) ratio stood at a Moody's calculated 5.3%, down from
6.9% a year earlier, which is still above Portuguese banking system
average of 3.5% as of end-December 2022. Moody's expects Novo
Banco's NPAs to remain broadly stable over the outlook period, as
inflationary pressures and high interest rates will strain both
households' and corporate finances thereby weighing on the bank's
asset quality.

Novo Banco's capital metrics have significantly improved in 2022
because the bank is subject to a dividend ban under the contingent
capital agreement (CCA) with the Portuguese resolution fund.
Although capital metrics will continue improving until the end of
the CCA (December 2025), Moody's expects the bank's capital to
return to more normalized levels once this dividend ban is lifted.
At end-December 2022, Moody's preferred capital measure, tangible
common equity (TCE)/risk-weighted assets (RWAs), stood at 15.4%, up
from 10.8% a year earlier. Novo Banco reported a phased-in Common
Equity Tier 1 (CET1) ratio of 13.7% and a total capital ratio of
16.0% as of end 2022, well above its CET1 regulatory requirement of
8.7% and 13.5% for 2022, respectively.

Novo Banco's profitability significantly improved in 2022 and
Moody's expects this trend to continue as loans reprice at higher
rates while the cost of funding grows more slowly. This will more
than offset the negative pressure stemming from high inflation on
operating costs and higher cost of risk. The bank reported a net
profit of EUR586 million at the end of December 2022, compared to
EUR192 million a year earlier and equivalent to a net income to
tangible assets ratio of 1.3%. However, Moody's note that Novo
Banco's net income includes some non-recurring gains and costs,
which if excluded bring the net income to tangible assets ratio
down to 0.9%.

RATIONALE FOR UPGRADING NOVO BANCO'S LONG-TERM DEPOSIT AND SENIOR
UNSECURED DEBT RATINGS

The upgrade of Novo Banco's long-term deposit ratings to Ba1 from
Ba3 and of its senior unsecured debt and senior unsecured MTN
programme ratings to Ba3/(P)Ba3 from B3/(P)B3 reflects: (1) the
upgrade of the bank's BCA and Adjusted BCA to ba3 from b2; (2) the
result from Moody's Advanced LGF analysis which leads to two
notches of uplift for the deposit rating and no uplift for the
senior unsecured debt and programme ratings (from one notch below
the BCA previously); and (3) Moody's assessment of a low
probability of government support for Novo Banco, which results in
no further rating uplift.

As a result of the increased buffer of subordinated instruments and
Moody's expectation of further issuance of these instruments,
Moody's Advanced LGF analysis now indicates a moderate
loss-given-failure for senior unsecured creditors, leading to no
uplift from the ba3 Adjusted BCA from a one notch negative
adjustment previously. The loss-given failure for depositors
remains very low, leading to an unchanged two-notch uplift from the
Adjusted BCA.

ESG CONSIDERATIONS

As per Moody's General Principles for Assessing Environmental,
Social and Governance Risks Methodology, Novo Banco's governance
issuer profile score (IPS) has been raised to G-3 from G-4,
reflecting more moderate governance risks in the aftermath of the
successful implementation of the restructuring plan as well as the
bank's improved financial strategy and risk management practices,
while a sustainable performance track record has yet to be
established. As a result, the bank's Environmental, Social and
Governance (ESG) credit impact score has been revised to CIS-3
(moderately negative) from CIS-4 (highly negative), reflecting a
more moderately negative impact of the bank's overall governance
risks on the current ratings.

  RATIONALE FOR THE POSITIVE OUTLOOK

The outlook on Novo Banco's long-term deposit and senior unsecured
debt ratings remains positive, reflecting Moody's view that the
material improvements in the bank's metrics that have been achieved
within a short time frame could be sustained over the outlook
horizon thanks to a more resilient business franchise.

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

Novo Banco's standalone BCA could be upgraded if the bank were to
reduce further its stock of problem assets and improve its
loss-absorption capacity and recurring profitability.

An upgrade of Novo Banco's BCA could trigger an upgrade of the
bank's long-term deposit and senior unsecured debt ratings. The
issuance of sizeable volumes of bail-in-able debt instruments could
also exert upward pressure on Novo Banco's senior unsecured debt
ratings.

Novo Banco's standalone BCA could be downgraded if the bank's
capital position were to deteriorate or because of a weakening of
its asset risk, or profitability. A downgrade could also occur if
the bank's liquidity were to worsen from its current position.

A downgrade of Novo Banco's BCA would likely impinge on the deposit
and debt ratings because they are linked with the bank's standalone
BCA. The bank's deposit ratings could also be affected by a
reduction in the volume of junior deposits.

LIST OF AFFECTED RATINGS

Issuer: Novo Banco, S.A.

Outlook Actions:

Outlook, Remains Positive

Upgrades:

Adjusted Baseline Credit Assessment, Upgraded to ba3 from b2

Baseline Credit Assessment, Upgraded to ba3 from b2

ST Counterparty Risk Assessment, Upgraded to P-3(cr) from NP(cr)

LT Counterparty Risk Assessment, Upgraded to Baa3(cr) from
Ba2(cr)

ST Counterparty Risk Rating (Foreign Currency), Upgraded to P-3
from NP

ST Counterparty Risk Rating (Local Currency), Upgraded to P-3 from
NP

LT Counterparty Risk Rating (Foreign Currency), Upgraded to Baa3
from Ba2

LT Counterparty Risk Rating (Local Currency), Upgraded to Baa3
from Ba2

Junior Senior Unsecured Medium-Term Note Program (Foreign
Currency), Upgraded to (P)B1 from (P)B3

Subordinate Medium-Term Note Program (Foreign Currency), Upgraded
to (P)B1 from (P)B3

Junior Senior Unsecured Medium-Term Note Program (Local Currency),
Upgraded to (P)B1 from (P)B3

Subordinate Medium-Term Note Program (Local Currency), Upgraded to
(P)B1 from (P)B3

Senior Unsecured Medium-Term Note Program (Foreign Currency),
Upgraded to (P)Ba3 from (P)B3

Senior Unsecured Medium-Term Note Program (Local Currency),
Upgraded to (P)Ba3 from (P)B3

Subordinate Regular Bond/Debenture (Local Currency), Upgraded to
B1 from B3

Senior Unsecured Regular Bond/Debenture (Local Currency), Upgraded
to Ba3 POS from B3 POS

LT Deposit Rating (Foreign Currency), Upgraded to Ba1 POS from Ba3
POS

LT Deposit Rating (Local Currency), Upgraded to Ba1 POS from Ba3
POS

Affirmations:

ST Deposit Rating (Foreign Currency), Affirmed NP

ST Deposit Rating (Local Currency), Affirmed NP

Commercial Paper (Local Currency), Affirmed NP

Issuer: NB Finance Ltd.

Outlook Actions:

Outlook, Remains Positive

Upgrades:

BACKED Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3
POS from B3 POS

Issuer: Novo Banco S.A., Luxembourg Branch

Outlook Actions:

Outlook, Remains Positive

Upgrades:

ST Counterparty Risk Assessment, Upgraded to P-3(cr) from NP(cr)

LT Counterparty Risk Assessment, Upgraded to Baa3(cr) from
Ba2(cr)

ST Counterparty Risk Rating (Foreign Currency), Upgraded to P-3
from NP

ST Counterparty Risk Rating (Local Currency), Upgraded to P-3 from
NP

LT Counterparty Risk Rating (Foreign Currency), Upgraded to Baa3
from Ba2

LT Counterparty Risk Rating (Local Currency), Upgraded to Baa3
from Ba2

Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3 POS from
B3 POS

LT Deposit Rating (Foreign Currency), Upgraded to Ba1 POS from Ba3
POS

LT Deposit Rating (Local Currency), Upgraded to Ba1 POS from Ba3
POS

Affirmations:

ST Deposit Rating (Foreign Currency), Affirmed NP

ST Deposit Rating (Local Currency), Affirmed NP

PRINCIPAL METHODOLOGY

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



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

RECIPHARM AB: S&P Downgrades ICR to 'B-', Outlook Stable
--------------------------------------------------------
S&P Global Ratings lowered to 'B-' from 'B' its ratings on Swedish
pharmaceutical company Recipharm AB (Roar BidCo AB) and the senior
secured debt. The '3' recovery rating on the debt remains
unchanged, indicating its expectation of 60% recovery prospects.

The outlook on Recipharm is stable, reflecting S&P's forecast that
a gradual improvement in operational performance thanks to the
ramp-up of the biologics division and tighter control over
inflationary effects on costs should yield a decrease in S&P Global
Ratings-adjusted debt to EBITDA to 8.5x-9.0x at end-2023, from an
estimate of more than 14.0x last year, and flat, or slightly
increased, FOCF.

After falling to S&P Global Ratings-adjusted EBITDA margin of 9.0%
in 2022 due to inflationary pressures on input costs, Recipharm's
profitability should recover to 14.0%-14.5% by 2023. Stress came
from inflationary impacts on the costs of raw materials (active
pharmaceutical ingredients), packaging, and labor. Increases in
energy costs also took a toll, alongside lower top-line
contributions from COVID-19 vaccines. The combined effect left the
EBITDA margin far from our projection of 16%-17% for 2022.
Furthermore, sizable exceptional costs of about EUR55 million,
stemming from the transformation plans to centralize the company's
organization and acquisitions-related restructuring, cut into
adjusted EBITDA in 2022. Moreover, although Recipharm partially
passed through its input costs inflation to its customers in 2022,
the company's margins may need protection from further erosion due
to residual inflation in 2023. Nevertheless, these developments
should help the company strengthen its operational and commercial
functions and create cost-savings, both supporting sustainable
growth. S&P said, "We therefore assume the company will gradually
restore its margins over the coming two years, with S&P Global
Ratings-adjusted EBITDA margins of 17%-18% in 2024, hinging on low
exceptional costs and the seamless ramp-up of the biologics
division. We will account for the remaining impact of further
exceptionals in our adjustments."

Although the biologics division's profitability should be breakeven
by end-2023, on the back of heavy investments in 2022, the recovery
is still slower than expected. After a string of acquisitions
closed in first-quarter 2022 (GenIbet, Arranta Bio, and
Vibalogics), Recipharm invested heavily in its new biologics
division. Investments included the construction of a new
manufacturing facility in Watertown (U.S.), coming online beginning
of 2023, and improvements at an existing facility in Boxborough
(U.S.). These will enable the company to offer its customers
capabilities for virotherapy services and complex biologics (mRNA,
GMP Plasmid, Microbiome, Viral Vector), bringing high margins
products into its existing offering and contributing to its margins
by 2024. Recipharm has shared that its key priority for 2023 is
focusing on the commercial ramp-up by signing new contracts and
filling the large capacities within these sites. That said, the
company expects to expand this division by more than 30% in 2023;
EBITDA contribution would likely be neutral, after negative values
due to increased costs associated with the sites ramp-up and one
customer loss in 2022.

Recipharm's Sterile Filled and Finish (SFF) division should
continue to grow thanks to solid demand, notably as demand for
high-margin COVID-19 vaccines continues to drop. Recipharm has
experienced underperformance in its SFF division, exacerbated by
the impact of increasing raw materials and energy prices on its
cost base. The company implemented multiple measures to protect
margins, such as the repurposing of the manufacturing lines, staff
right-sizing, and moving its production to seasonal COVID-19
vaccine production to meet any residual demand. However, Recipharm
does not account for any contribution from COVID-19 products in
2023. Therefore, the company now focuses on signing new
non-COVID-19-related contracts, to meet the continuous demand while
investing on its facilities, as in Wasserburg (Germany).

Recipharm should be able to deleverage toward 8.5x-9x in 2023, as
long as there are no debt-financed acquisitions and its biologics
division ramps up successfully. Considering the company's
underperformance and significant amount of non-recurring costs, S&P
Global Ratings-adjusted leverage stood above 14.0x in 2022,
compared with our previous base-case projection of 7.0x-7.5x.
Positively, tight control over its costs, gradual ramp-up of its
biologics division, and contributions from earlier investments
should enable the company to deleverage, with adjusted debt to
EBITDA to improving to 6.5x-7.0x by end-2024, based on S&P's
assumption of no debt-financed acquisitions over the coming two
years.

S&P said, "FOCF will likely remain volatile in the next 12-18
months, constrained by capital expenditure (capex) investments. We
estimate largely negative FOCF in 2022, more than in 2021, mainly
due to the higher-than-budgeted capex investments around EUR167
million for the new Watertown facility and further investments on
ADS and SFF additional capacities. This includes close to EUR30
million of maintenance capex, which we expect to regularly
represent2%-3% of net sales. In our base case for 2023, capex will
near EUR90 million, as per company guidance; this should have a
better impact on FOCF, which we expect to be flat to slightly
positive. In 2024, we project FOCF to be positive of at least EUR30
million.

"We expect Recipharm to continue to grow organically, by 8%-9% in
2023 and another 6%-7% in 2024, thanks to existing ADS and SFF
divisions and the newly added biologics portfolio. Revenue will
likely rise to about EUR1.2 billion in 2023 from an estimate EUR1.1
billion in 2022, driven by growth across all divisions. The ADS
division will grow thanks to projects ramp-up, and OSD should
continue to contribute significantly to the company's revenues. The
full-year contribution from the biologics division should also
help, and SFF is set to expand thanks to ongoing projects
(excluding revenues from COVID-19 vaccines).

"Recipharm's recent acquisitions to consolidate its presence in
biologics brings some execution risks and puts greater pressure on
leverage. In our opinion, Recipharm is undergoing transformational
changes that could create some volatility of its operational
performance, thereby upsetting its deleveraging path. We observe
this in the company's recent acquisitions, especially in a highly
complex space as biologics, where projects take longer time to
contribute to the topline and large capex investments are needed.
The integration of potential acquisitions could also heighten FOCF
volatility due to sizable capex, the time lag in the rollout of
commercial contracts, and higher inventories, which could lead to
swings in working capital requirements.

"The stable outlook indicates that we expect Recipharm's operating
performance to improve in 2023 and profitability to recover to S&P
Global Ratings-adjusted EBITDA margins of 14.0%-14.5%, with
biologics division breaking even. We expect improved S&P Global
Ratings-adjusted debt to EBITDA of 8.5x-9.0x and flat to positive
FOCF, on the back of the company's decelerated investments related
to manufacturing enhancements, while managing the ramp-up of new
facilities over the next two years.

"We could downgrade Recipharm if its capital structure becomes
unsustainable due to failure to return to growth that enables
material deleveraging. This could occur if the company's operating
performance deviates markedly from our base case, such that the
group fails to improve its profitability leading to structural
inability to self-fund growth. This could arise from inability to
execute its transformation plan, restore its profitability through
timely pass through of its input costs, or inability to manage its
working capital swings. This could arise from an aggressive
debt-financed acquisition strategy or a significant deterioration
in S&P Global Ratings-adjusted EBITDA.

"We could take a positive rating action if Recipharm's
profitability improves beyond our base case, resulting in a strong
deleveraging trend, sustained positive FOCF, and funds from
operations (FFO) cash interest coverage restoring well above 2x.
This could occur, for example, after significant gains in market
share through larger contract gains; robust growth from product
developments such as dosage forms and categories; enhanced
operating efficiency; and a conservative approach to external
expansion."

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




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

BONAR YARNS: Bought Out of Administration by Newman Yarns
---------------------------------------------------------
Ian McConnell at Herald Scotland reports that 59 jobs at a historic
Dundee business which fell into administration earlier this month
have been saved after a US synthetic sports turf specialist stepped
in.

According to Herald Scotland, joint administrators Michelle Elliot
and Callum Carmichael, partners of FRP Advisory, have sold
Dundee-based carpet yarns specialist Bonar Yarns to Newman Yarns, a
new business created for the purposes of the acquisition.

Newman Yarns was founded by John Newman, owner of Elite Turf USA, a
distributor and installer of synthetic sports turf.  From its New
Jersey headquarters, Elite Turf USA supplies 100%-recyclable
synthetic turf to a wide range of sports stadia and venues across
the US.  Elite Turf USA was previously a customer of Bonar Yarns.

The deal, which is for an undisclosed sum, includes the transfer of
the premises, all 59 staff, and all assets on a going-concern basis
to Newman Yarns with immediate effect, Herald Scotland discloses.

It is expected that Bonar Yarns will be retained as the trading
name of the new business, the administrators noted, Herald Scotland
relates.

Bonar Yarns went into administration in early April, Herald
Scotland recounts.


ELITE SPORTS: Administrators to Proceed with Case v. Rangers FC
---------------------------------------------------------------
James Mulholland at Glasgow Times reports that the administrators
of a sportswear brand which was embroiled in a kit sales dispute
with Rangers have decided to proceed with a multi-million-pound
legal claim against the club.

According to Glasgow Times, a lawyer acting for the administrators
of Elite Sports Group Ltd told Judge Lord Braid on April 20 that it
decided to press on with the case at the Court of Session in
Edinburgh.

Elite was the exclusive brand partner to Danish sportswear firm
Hummel and it instructed lawyers to go to the Court of Session last
November.

It wanted GBP9.5 million compensation from Rangers as its lawyers
claimed they breached a contract which allowed the firm to provide
the Glasgow team with kits, Glasgow Times discloses.

Lawyers for Elite say the breach occurred when Rangers signed a
deal with Castore, a Manchester-based brand which counts tennis ace
Sir Andy Murray as one of its investors, Glasgow Times notes.

However, the company went into administration shortly after the
case was called in Scotland's highest civil court, Glasgow Times
recounts.

On April 20, during a short virtual hearing at the court, advocate
David Thomson KC told Lord Braid that the case wasn't being
abandoned, Glasgow Times relays.

The case being brought by Elite arises from a separate legal
dispute involving Sports Direct, which was then owned by Mike
Ashley and Rangers, Glasgow Times states.

According to Glasgow Times, a lawyer for Ashley's firm went to the
High Court in London seeking an injunction to stop the deal between
Elite and Rangers from going ahead.

The deal, which was signed in October 2018, was supposed to allow
Hummel to supply the ‘Gers with kits and to sell replicas to
fans, Glasgow Times notes.

However, Judge Lionel Persey QC found that the deal with Hummel, to
be a three-year contract worth GBP10 million, was undertaken
without giving Sports Direct a chance to match it, Glasgow Times
discloses.

Judge Persey ordered that Rangers couldn't "wear any official
Rangers technical products designed by, supplied by, gifted by or
manufactured by Elite or Hummel, or bearing the Hummel brand",
Glasgow Times notes.

Castore is the official technical kit partner of a number of
leading teams and athletes including Rangers, McLaren Racing,
Newcastle United, England Cricket, US Open champion Matt
Fitzpatrick and Andy Murray.  The brand sells into more than 90
countries globally and was valued as being worth £750m in
September 2022.

At a hearing last November, Elite won a bid to force Rangers to
disclose sales data to it, Glasgow Times relates.

According to Glasgow Times, on April 19, Elite's lawyer David
Thomson KC said his clients should be granted access to how many
team kits made by Castore have been sold.

Mr. Thomson told Lord Braid that he and his colleagues needed to
see such information as it would help them prepare their case and
see how much they should claim for in compensation, Glasgow Times
discloses.

Mr. Thomson told Lord Braid that Rangers said to Hummel that it
couldn't continue with their contract, Glasgow Times states.

He said the club then signed a deal with Castore in May 2020 and
that this deal breached the terms of the Hummel one, Glasgow Times
relays.  The agreement was reported to be worth GBP20 million and
covered five seasons, according to Glasgow Times.

Mr. Thomson, as cited by Glasgow Times, said the new deal caused
Elite to sustain losses which it needed to be compensated for.

He told the court that the figures currently being sought by his
clients were based on a report compiled by an expert who works for
Deloitte, a financial services company.

He said he needed the actual sales figure from Rangers to help
prepare his case, Glasgow Times notes.


EM MIDCO 2: Moody's Affirms 'B2' CFR & Alters Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
and B2-PD probability of default rating of EM Midco 2 Limited
(Element Materials Technology, Element or the company), a UK
headquartered materials and product qualification testing company.
Concurrently, Moody's affirmed the B1 rating of the backed senior
secured bank credit facilities borrowed by Element Materials
Technology Grp US Hld Inc and EM Bidco Limited. The outlook on all
ratings was changed to negative from stable.

The rating action reflects the company's weak credit metrics
resulting from the weaker performance in 2022. Element's
Moody's-adjusted Debt/EBITDA is still very high at 9.6x, based on
estimated 2022 and pro forma for the acquisition of National
Technical Systems (NTS) completed in September 2022. The company
faced a challenging 2022 with significant macroeconomic challenges,
most notably high inflationary pressure, and delays and
restructuring required for NTS, which constrained EBITDA
generation. Moody's expects credit metrics to recover in 2023 and
improve towards levels in line with the B2 CFR, with
Moody's-adjusted Debt/EBITDA decreasing towards 6.5x in 2024. This
will be achieved through price increases implemented to counter the
high inflationary environment in 2022, management taking the
necessary steps to right size its connected technology segment's
cost structure and focused efforts on extracting the envisioned
value of NTS and delivering on identified synergies. Moody's views
the company's B2 CFR as very weakly positioned and as a result
there is no headroom for underperformance against expectations
within the rating category.  

RATINGS RATIONALE

Element's B2 CFR continues to reflect (1) the group's established
position in the Testing, Inspection and Certification (TIC) sector,
which is supported by high barriers to entry given the technically
demanding testing market and significant switching costs for
customers; (2) the critical and non-discretionary nature of the
group's testing services for its customers, largely in resilient
industries with zero or low tolerance for failure and; (3)
Element's strengthened business profile with significantly improved
diversification towards less cyclical, new technology markets, such
as life sciences, with good growth prospects.

Conversely, the CFR is constrained by (1) Element's high financial
leverage and debt-funded growth strategy; (2) the limited free cash
flow generation, expected to improve on the back of the cost
actions taken by management and as one-off costs fade away; and (3)
Element's exposure to cyclical end-markets, such as commercial
aerospace and energy, which still accounted for around one quarter
of 2022 revenues (pro forma for acquisitions).

ENVIRONMENTAL, SOCIAL & GOVERNANCE CONSIDERATIONS

Element's ESG Credit Impact Score is CIS-4 reflecting Moody's
assessment that ESG attributes overall are considered to have a
high impact on the current rating and primarily driven by
governance risk. This is due to its concentrated ownership
structure with Temasek Holdings (Private) Limited (Temasek, Aaa
stable) controlling over 80% of the company's shares. It also
reflects the historically very aggressive financial policy with
continued debt-funded acquisitions that have led to very high
financial leverage. Furthermore, the presence of a PIK note as part
of the capital structure increases structural complexity and
highlights the group's tolerance for high leverage.

LIQUIDITY

Moody's considers Element's liquidity to be adequate. On December
31, 2022, the company had $113 million of cash on balance sheet. It
has combined $240 million available under its committed $200
million backed senior secured first-lien revolving credit facility
(RCF) and $200 million backed senior secured acquisition/capex
facility. Moody's considers the cash balance and availabilities
under the facilities to be adequate to meet internal cash flow
requirements. The RCF is subject to a springing first-lien net
leverage covenant (9.1x senior secured leverage ratio) with 30%
headroom and is tested when the facility is drawn for more than
40%.

The company has no imminent liquidity concerns, with the next
maturity in December 2028 for the RCF and acquisition/capex
facility, followed by June 2029 for the first lien term loans.

STRUCTURAL CONSIDERATIONS

The backed senior secured first-lien term loans, RCF and
acquisition / capex facility, all rank pari passu. These facilities
benefit from first lien guarantees from all material subsidiaries
covering at least 80% of the consolidated EBITDA. They are secured
by a first-lien pledge over substantially all tangible and
intangible assets of the borrowers and guarantors in the US and by
shares, bank accounts, intra-group receivables and a floating
charge in England & Wales. The B1 instrument rating of the first
lien facilities is one notch above the B2 CFR and reflects the
presence of the second lien term loan facility in the capital
structure.

RATING OUTLOOK

The negative outlook reflects Element's current very weak credit
metrics and delayed trajectory to de-lever to levels in line with a
B2 CFR.

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

While an upgrade in the near term is unlikely, given the weak
rating positioning, upward rating pressure could occur if
Moody's-adjusted Debt/EBITDA sustainably decreases towards 5.0x,
Moody's-adjusted free cash flow/debt increases to the high-single
digits in percentage terms and liquidity remains adequate.

Downward pressure on the rating could develop if Element fails to
reduce its Moody's-adjusted Debt/EBITDA to around 6.5x,
Moody's-adjusted free cash flow remains negative for a sustained
period of time or liquidity weakens. Any significant delays in
integrating recent acquisitions, and as such the targeted synergies
will not be realised as planned would also create negative rating
pressure.

LIST OF AFFECTED RATINGS

Affirmations:

Issuer: EM Midco 2 Limited

Probability of Default Rating, Affirmed B2-PD

LT Corporate Family Rating, Affirmed B2

Issuer: Element Materials Technology Grp US Hld Inc

BACKED Senior Secured Bank Credit Facility, Affirmed B1

Issuer: EM Bidco Limited

BACKED Senior Secured Bank Credit Facility, Affirmed B1

Outlook Actions:

Issuer: Element Materials Technology Grp US Hld Inc

Outlook, Changed To Negative From Stable

Issuer: EM Bidco Limited

Outlook, Changed To Negative From Stable

Issuer: EM Midco 2 Limited

Outlook, Changed To Negative From Stable

PRINCIPAL METHODOLOGY

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

CORPORATE PROFILE

Headquartered in the UK, Element is an independent provider of
materials and product qualification testing, offering a full suite
of laboratory-based services. The company specialises in the
aerospace, space & defence, connected technology, life sciences,
mobility, energy & transition and built environment sectors. It
operates mainly in the US and Europe with a growing presence in
Asia. Its services cover technically demanding testing for a broad
range of advanced materials, components, products and systems. The
testing is to ensure compliance with safety, performance and
quality standards imposed by customers, accreditation bodies and
regulatory authorities.

In 2022 Temasek, a Singapore-based investment company became the
majority owner of the group.

HEALTHCARE SUPPORT: Moody's Affirms Ba2 Rating on GBP197.8MM Bonds
------------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 senior secured
underlying and backed ratings on the GBP197.8 million (plus GBP40
million variation bonds) 2.187% guaranteed senior secured bonds
(the Bonds) due 2041 issued by Healthcare Support (Newcastle)
Finance plc (the Issuer) and the Ba2 backed and underlying senior
secured ratings on the GBP115 million guaranteed loan facility due
2038 provided by the European Investment Bank (the EIB Loan). The
outlook remains stable.

The Issuer is a special purpose vehicle formed in 2005 to raise
finance and on-lend it to Healthcare Support (Newcastle) Ltd
(ProjectCo), which entered into a 38-year agreement with the
predecessor of the Newcastle upon Tyne Hospitals NHS Foundation
Trust (the Trust) to carry out: (1) the design, construction and
finance of new facilities at the Freeman Hospital and Royal
Victoria Infirmary sites; and (2) provide hard facilities
management (FM) services during the term of the concession
(together, the Project).

RATINGS RATIONALE

The rating action reflects the fact that, despite some delays,
there has been significant progress in respect of (1) the
implementation of remedial works required to be undertaken under a
first Settlement Agreement (SA1) concluded in 2016; and (2) the
finalisation of a second Settlement Agreement (SA2), which aims to
close out contract interpretation issues and resolve all remaining
ongoing disputes between Project parties. Whilst Moody's notes that
these developments are positive, there remain some residual risks
in respect of the timing of formalisation of SA2 and outstanding
remedial works, which continue to weigh on the Issuer's credit
quality.

In August 2016, ProjectCo, together with the Construction
Contractor, the FM Contractor (together, the Contractors) and the
Trust, entered into SA1, following a period of long-standing
disputes over construction works. The Contractors committed to
undertake a programme of remedial works, the majority of which are
now complete, except for some fire compartmentation works. Delays
have been caused by complexity, access issues and
certification-related administration. A plan to complete the works
is being finalised and all Project parties continue to work
collaboratively.

Historically, the Trust, the Contractors and ProjectCo have
disagreed on the amount of Service Failure Points (SFPs) and
financial deductions incurred. The level of disputed SFPs and
deductions remains sizeable and increased significantly from March
2020, mostly linked to not completing fire compartmentation works
within the anticipated deadline (i.e., February 2020). This is
despite ProjectCo having had two legal determinations in their
favour in relation to the fire works longstop date. Notwithstanding
the disagreements, discussions between Project parties remain
constructive and significant progress has been made in respect of
the finalisation of SA2, which aims to resolve pending disputes,
clarify reporting and performance monitoring standards, as well as
cancel accumulated SFPs. Moody's understands that the main
commercial terms of SA2 have been agreed, with its formalisation
expected in coming months.

More generally, the Ba2 rating continues to benefit from (1) the
long-term project agreement (PA) entered into with the Trust
providing a stable availability-based revenue stream; (2) the
finalisation of SA1 which resolved a number of long standing
disputes between the Trust and the Project parties, including any
rights that the Trust may have accrued to terminate the PA; (3)
ProjectCo's good liquidity position, with significant available
cash as of December 2022, amounting to around 12 months of debt
service, which represents a material buffer in the context of any
financial compensation due in the context of SA2; and (4) the range
of creditor protections included within the financing structure.

However, the rating is constrained by: (1) the delays in the
finalisation of some outstanding remedial works undertaken as part
of SA1; (2) the divergent positions in respect of the application
of SFPs and the payment mechanism, which are yet to be resolved
between the Project parties; (3) the delays and continued
discussions around SA2 to resolve historical issues still
outstanding; and (4) the working relationships between the Project
parties, which have historically experienced some difficulties.

Although the Bonds and EIB Loan continue to benefit from an
unconditional and irrevocable guarantee provided by Syncora
Guarantee (U.K.) Ltd., the Ba2 ratings are based on the credit
quality of the Project on a standalone basis following the
withdrawal of a Moody's rating of Syncora Guarantee (U.K.) Ltd. in
2012.

RATIONALE FOR STABLE OUTLOOK

The outlook is stable, reflecting the progress related to remedial
works required under SA1 and Moody's expectation that SA2 will be
concluded imminently to resolve outstanding issues, without a
material detrimental impact on ProjectCo.

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

Upward rating pressure could develop if sufficient evidence emerges
that the remedial works agreed as part of the Settlement Agreements
are satisfactorily finalised, coupled with the full resolution of
the ongoing issues regarding operational performance reporting and
the payment mechanism.

Moody's could downgrade the rating if (1) it becomes apparent that
the scope of any potential remedial works outstanding or agreed as
part of SA2 is larger or more complex than currently expected; (2)
it becomes likely that the terms of the Settlement Agreements could
be breached, or there is no further progress on the finalisation of
SA2, thus increasing the likelihood that the Trust might seek to
terminate the PA; or (3) the disagreements around service
performance are not satisfactorily resolved or lead to material
deductions imposed by the Trust or to higher risk of default under
the PA.

The principal methodology used in these ratings was Operational
Privately Financed Public Infrastructure (PFI/PPP/P3) Projects
published in March 2023.

HENLEY CONSTRUCT: Enters Administration, Taps 360 Insolvency
------------------------------------------------------------
Grant Prior at Construction Enquirer reports that South London
residential contractor Henley Construct is now in the hands of
administrators.

Worried suppliers have been watching the company closely since its
sister firm went into liquidation earlier this month, Construction
Enquirer relates.

According to Construction Enquirer, Intelligent Steel Solutions
went down owing suppliers GBP1.4 million while a report from 360
Insolvency said the firm "relied to a large extent on supplying
structural steel for projects being conducted by Henley Construct
Limited."

A notice in The London Gazette confirmed that 360 Insolvency has
now been appointed administrator at Henley Construct and can be
contacted at info@360insolvency.co.uk, Construction Enquirer
discloses.


MOTION MIDCO: Moody's Affirms B3 CFR & Alters Outlook to Positive
-----------------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating and B3-PD probability of default rating of Motion Midco
Limited (Merlin or the company), a global operator of visitor
attractions. Moody's also affirmed the B2 instrument rating of the
backed senior secured notes issued by Merlin Entertainment Limited
and the guaranteed senior secured notes, senior secured terms loans
(tranche B) and the senior secured revolving credit facility (RCF)
issued by Motion Finco S.A.R.L. At the same time, Moody's affirmed
the Caa2 instrument rating of the backed senior unsecured notes
issued by Motion Bondco DAC. The outlook on all ratings is changed
to positive from stable.

RATINGS RATIONALE

The change in outlook to positive from stable reflects the strong
recovery in operating performance that was well ahead of the rating
agency's expectation. For the year ended December 31, 2022, the
company attracted 55 million visitors, a significant improvement on
the 35 million visitors in 2021, supported by strong demand and
higher revenue per visitor in North America, UK and parts of
Continental Europe. As a result, revenue was up nearly 60% on the
previous year at GBP2,006 million and EBITDA increased by around
77% to GBP673 million. Moody's expects Merlin to sustain its solid
operating performance attracting just over 60 million visitors in
2023 and maintain a Moody's-adjusted EBITA margin of around 20%
despite some inflationary pressure. As a result, the rating agency
expects a reduction in leverage over the next 18 months with
Moody's-adjusted debt / EBITDA which stood at 8.1x as of December
31, 2022 to improve. Moody's-adjusted EBITA / interest expense
which stood at 1.51x in 2022 is expected to be maintained around
that level. Because of continued investments in new attractions and
some expansionary capital expenditure (capex), Moody's estimates
Merlin will generate slightly negative free cash flow (FCF) in
2023, which it expects will become positive beyond 2023.

Merlin's ratings affirmation reflects (1) its portfolio of
internationally recognised brand names, which positions as the
second-largest operator of visitor attractions globally by number
of visitors; (2) its diverse theme parks and city centre
attractions across a global footprint; and (3) its mix of indoor
and outdoor activities lessening exposure to seasonality and
adverse weather.

ENVIRONMENTAL, SOCIAL & GOVERNANCE CONSIDERATIONS

Governance risks taken into consideration in Merlin's credit
profile include its private-equity ownership structure that often
results in higher tolerance for leverage and a greater appetite for
M&A. Nevertheless, Moody's views Merlin's ownership structure to
have a longer investment horizon. KIRKBI, which owns c.50% of the
company, is Merlin's partner and a major investor in the company
for almost 15 years. KIRKBI has been increasingly relying on Merlin
as one of the major avenues to promote its LEGO brand and hence is
interested in Merlin's long-term development.

OUTLOOK

The positive outlook reflects Moody's expectations that the company
will sustain solid operating performance and profitability,
alongside good liquidity, leading to a further improvement in
credit metrics.

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

Moody's could upgrade the company's rating if Merlin maintains
solid operating performance and profitability leading to (1)
Moody's-adjusted Debt/EBITDA towards 7x and (2) Moody's-adjusted
EBITA / interest expense above 1.5x.

Moody's could downgrade Merlin's ratings if persistently weak
operating performance results in (1) materially weaker liquidity,
or (2) free cash flow remaining persistently negative, or (3)
leverage remaining significantly above 9x over the next 12 months
or (4) Moody's- adjusted EBITA / interest expense below 1x.

LIQUIDITY

The company has strong liquidity. Moody's expects the company to
generate around GBP480 million of funds from operations in the 18
months starting January 2023. Together with a cash balance of
GBP266 million as of December 31, 2022 the company will be able to
cover its material seasonal working capital swings and capex
programme which Moody's estimate at around GBP540 million until
mid-2024.

As of December 31, 2022, the company had undrawn revolving credit
facility of GBP400 million of which GBP30 million was utilised by
the company as way of establishing certain ancillary facilities,
including letters of credit.

The term loans and notes have incurrence covenants only. In June
2021 the company was granted a waiver on the RCF springing net
leverage covenant which is tested above the 40% drawing level. The
waiver will end in Q3 2023, and Moody's expects the company will
maintain good capacity under all its covenants.

STRUCTURAL CONSIDERATIONS

The senior secured bank credit facilities and senior secured bonds
are rated B2, one notch above the B3 CFR, because they benefit from
the cushion provided by structurally and legally subordinated
backed senior unsecured notes, which are rated two notches below
the B3 CFR at Caa2. The security includes material intercompany
receivables of obligors, shares in each obligor and material
company and bank accounts of each obligor.

LIST OF AFFECTED RATINGS

Affirmations:

Issuer: Merlin Entertainment Limited

BACKED Senior Secured Regular Bond/Debenture, Affirmed B2

Issuer: Motion Bondco DAC

BACKED Senior Unsecured Regular Bond/Debenture, Affirmed Caa2

Issuer: Motion Finco S.A.R.L

Senior Secured Bank Credit Facility, Affirmed B2

Senior Secured Regular Bond/Debenture, Affirmed B2

Issuer: Motion Midco Limited

Probability of Default Rating, Affirmed B3-PD

LT Corporate Family Rating, Affirmed B3

Outlook Actions:

Issuer: Merlin Entertainment Limited

Outlook, Changed To Positive From Stable

Issuer: Motion Bondco DAC

Outlook, Changed To Positive From Stable

Issuer: Motion Finco S.A.R.L

Outlook, Changed To Positive From Stable

Issuer: Motion Midco Limited

Outlook, Changed To Positive From Stable

PRINCIPAL METHODOLOGY

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

PROFILE

Motion Midco Limited is the holding company for Merlin
Entertainment Limited. Merlin, which is based in Dorset, UK, is the
largest European and second-largest global operator of visitor
attractions in terms of visitor numbers in 2022. The company
operates 142 attractions in 25 countries across four continents and
generated GBP2.0 billion in revenue and Moody's adjusted EBITDA of
GBP673 million for the year ended December 31, 2022 and attracted
56.4 million visitors in 2022.

Merlin is owned by a group of investors, comprising KIRKBI (47.5%),
Blackstone (32%) and CPPIB (18%).

STERLING SERVICES: Enters Administration, 45 Jobs Affected
----------------------------------------------------------
Grant Prior at Construction Enquirer reports that Somerset based
architectural precast concrete cladding specialist Sterling
Services Limited has gone into administration.

Interpath Advisory were appointed joint administrators on April 20
and all 45 employees have been made redundant, Construction
Enquirer relates.

The firm has been in business since 1997 and specialises in the
design, manufacture and installation of architectural precast
facades.

According to Construction Enquirer, Interpath said the firm had
been hit by "wider group cashflow pressures and cross guarantees"
which "ultimately resulted in additional liabilities arising and no
access to ongoing funding."

"Although the business has ceased to trade, it has a
well-established infrastructure, a strong customer base and there
may be an opportunity for parties who can move quickly to acquire
the business and assets," Construction Enquirer quotes Geoff
Jacobs, managing director at Interpath Advisory and joint
administrator, as saying. "We would recommend that any parties who
have an interest in the business or its assets should contact the
administrators in early course."


STEWART AND SHIELDS: Cash Flow Difficulties Prompt Liquidation
--------------------------------------------------------------
Business Sale reports that a contractor based in Helensburgh,
Scotland that has been operating for more than 60 years has fallen
into liquidation and ceased trading as pressure continues to mount
on businesses in the UK construction sector.

Stewart and Shields provided building services including local
authority work, commercial construction, social housing and private
and residential contracts across the country.  According to
Business Sale, despite being longstanding and well-established, the
company encountered cashflow difficulties amid rising costs for raw
materials and a skills shortage.

Blair Nimmo and Alistair McAlinden of Interpath Advisory have now
been appointed as joint provisional liquidators to the company,
which reported fixed assets of GBP1.6 million, current assets of
GBP3.28 million and net assets amounting to slightly over GBP1
million in its accounts for the year to August 31 2021, Business
Sale discloses.

"The collapse of Stewart and Shields Limited is another indicator
of the challenges and economic headwinds currently facing the
Scottish construction sector," Business Sale quotes joint
provisional liquidator and Interpath Advisory Chief Executive Blair
Nimmo as saying. "The Directors fought hard to save this
long-standing family-run business, but the construction industry
has experienced several challenges over recent years, with rising
raw material costs, supply chain disruption and labour challenges
putting businesses under increased pressure."


THAME AND LONDON: Moody's Rates New GBP550MM Secured Notes 'B3'
---------------------------------------------------------------
Moody's Investors Service has said that leading UK budget hotel
chain Thame and London Limited's (Travelodge or the company) B3
corporate family rating and B3-PD probability of default rating are
unaffected by the planned issuance by TVL Finance plc of the
proposed GBP550 million equivalent backed senior secured notes.
Moody's has assigned a B3 rating to this new issuance. Full Moon
Holdco 7 Limited's existing Ba3 backed senior secured bank credit
facility ratings and TVL Finance plc's existing B3 backed senior
secured rating are also unaffected. The outlook on all ratings is
stable.

RATINGS RATIONALE

The planned transaction is largely leverage neutral with proceeds
from the issuance used to primarily repay GBP489 million
outstanding of senior secured debt and around GBP50 million of
accrued interest on the shareholder loans. Moody's adjusted gross
debt / EBITDA as of December 31, 2022, pro forma for the planned
issuance, remains around the 7x level.

The new planned backed senior secured notes will have the same
ranking, security, guarantees, and substantially similar covenants
as the existing backed senior secured notes.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS

The company is controlled by funds advised by GoldenTree Asset
Management and has tolerance for leverage and shareholder-friendly
actions as a typical financial investor, although Moody's
positively notes that the company used its excess cash in 2022 to
repay GBP100 million of debt raised during the pandemic and the
shareholders demonstrated support to the company during the
pandemic.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectation that Travelodge
will maintain organic revenue growth and margins and sufficient
liquidity.

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

Upward rating pressure could result from further operational
improvements driven by continued outperformance and successful
execution of the development and refit strategy such that Moody's
adjusted leverage declines below 6.5x on a sustained basis, EBITA
cover improves towards 1.5x and free cash flow remains positive on
a sustained basis. Adequate liquidity would also be important.

Negative rating pressure could arise from operational setbacks such
that company's margins deteriorate significantly, interest cover
declines below 1x or free cash flow becomes negative. Any liquidity
challenges or inability to address upcoming maturities in good time
would also be viewed negatively.

PRINCIPAL METHODOLOGY

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

PROFILE

Travelodge is a budget hotel chain operating primarily in the
fragmented UK lodging market. The company controls 595 hotels
across the UK, Ireland and Spain covering both urban and roadside
locations with the vast majority of rooms in the UK.

WALLS BAKERY: Goes Into Administration, Nine Jobs Affected
----------------------------------------------------------
Brian Donnelly at The Herald reports that a Scottish bakery
described as an important part of its community has ceased trading
after appointing administrators.

Geoff Jacobs and Blair Nimmo of Interpath Advisory have been
announced as joint administrators of Walls Bakery Limited and
Saltness Limited, The Herald relates.

Trading as "Waas Bakery", Walls Bakery Limited was incorporated in
2003 and operated as a bakery in Shetland, producing from its
facilities a range of items including bread loaves, bread rolls,
pastries, cakes and pancakes.

The business delivered its products to local cafes, shops, and a
well-known supermarket.  Saltness Ltd, incorporated in 2016, owns
the property from which the bakery trades.

The bakery operation and property were purchased by the present
owner in 2016.  It experienced challenging trading conditions
during the Covid-19 lockdowns which, together with ongoing cost
pressures and lack of investment capital, resulted in cashflow
pressures, The Herald discloses.

"As a result of being unable to sell the business to date, and
given the financial position of the companies, the directors have
taken steps to appoint joint administrators and the bakery will
unfortunately cease to trade immediately," The Herald quotes the
administrators as saying.  "There are nine employees within the
bakery operation, all of whom have unfortunately been made
redundant."

According to The Herald, Mr. Jacobs said: "It is hugely
disappointing that Walls Bakery, which has been an important part
of the Walls community in Shetland, is no longer able to continue
to trade.

"We would advise that any parties who have an interest in the
bakery operation or the property contact the joint administrators
in early course as there remains an opportunity to acquire this
well-established local business."




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

[*] BOOK REVIEW: Transnational Mergers and Acquisitions
-------------------------------------------------------
Author: Sarkis J. Khoury
Publisher: Beard Books
Softcover: 292 pages
List Price: $34.95
Order your personal copy today at http://is.gd/hl7cni

Transnational Mergers and Acquisitions in the United States will
appeal to a wide range of readers. Dr. Khoury's analysis is
valuable for managers involved in transnational acquisitions,
whether they are acquiring companies or being acquired themselves.
At the same time, he provides a comprehensive and large-scale look
at the industrial sector of the U.S. economy that proves very
useful for policy makers even today. With its nearly 100 tables of
data and numerous examples, Khoury provides a wealth of information
for business historians and researchers as well.

Until the late 1960s, we Americans were confident (some might say
smug) in our belief that U.S. direct investment abroad would
continue to grow as it had in the 1950s and 1960s, and that we
would dominate the other large world economies in foreign
investment for some time to come. And then came the 1970s, U.S.
investment abroad stood at $78 billion, in contrast to only $13
billion in foreign investment in the U.S. In 1978, however, only
eight years later, foreign investment in the U.S. had skyrocketed
to nearly #41 billion, about half of it in acquisition of U.S.
firms. Foreign acquisitions of U.S. companies grew from 20 in 1970
to 188 in 1978. The tables had turned an Americans were worried.
Acquisitions in the banking and insurance sectors were increasing
sharply, which in particular alarmed many analysts.

Thus, when it was first published in 1980, this book met a growing
need for analytical and empirical data on this rapidly increasing
flow of foreign investment money into the U.S., much of it in
acquisitions. Khoury answers many of the questions arising from the
situation as it stood in 1980, many of which are applicable today:
What are the motives for transnational acquisitions? How do foreign
firms plans, evaluate, and negotiate mergers in the U.S.? What are
the effects of these acquisitions on competition, money and capital
markets; relative technological position; balance of payments and
economic policy in the U.S.?

To begin to answer these questions, Khoury researched foreign
investment in the U.S. from 1790 to 1979. His historical review
includes foreign firms' industry preferences, choice of location in
the U.S., and methods for penetrating the U.S. market. He notes the
importance of foreign investment to growth in the U.S.,
particularly until the early 20th century, and that prior to the
1970s, foreign investment had grown steadily throughout U.S.
history, with lapses during and after the world wars.

Khoury found that rates of return to foreign companies were not
excessive. He determined that the effect on the U.S. economy was
generally positive and concluded that restricting the inflow of
direct and indirect foreign investment would hinder U.S. economic
growth both in the short term and long term. Further, he found no
compelling reason to restrict the activities of multinational
corporations in the U.S. from a policy perspective. Khoury's
research broke new ground and provided input for economic policy at
just the right time.

Sarkis J. Khoury holds a Ph.D. in International Finance from
Wharton. He teaches finance and international finance at the
University of California, Riverside, and serves as the Executive
Director of International Programs at the Anderson Graduate School
of Business.



                           *********


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,
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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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