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

                          E U R O P E

          Tuesday, April 25, 2023, Vol. 24, No. 83

                           Headlines



A U S T R I A

KLABIN AUSTRIA: Fitch Affirms Sr. Notes Rating at 'BB+'


F R A N C E

DIOT-SIACI TOPCO: Fitch Affirms LongTerm IDR at 'B', Outlook Stable
ECOTONE HOLDCO: S&P Downgrades LT ICR to 'CCC+', Outlook Stable


G R E E C E

GREECE: S&P Alters Outlook to Positive, Affirms 'BB+/B' SCRs


I R E L A N D

ALBACORE EURO V: Fitch Gives 'B-(EXP)sf' Rating to Class F Notes
DILOSK RMBS NO.6: S&P Assigns B (sf) Rating to Class X-Dfrd Notes
VOYA EURO VI: Fitch Assigns 'B-sf' Final Rating on Class F Notes
VOYA EURO VI: S&P Assigns B- (sf) Rating on EUR9MM Class F Notes


L U X E M B O U R G

SAMSONITE INTERNATIONAL: S&P Upgrades ICR to 'BB', Outlook Stable
SK MOHAWK HOLDINGS: S&P Downgrades ICR to 'CCC+', Outlook Negative


N E T H E R L A N D S

GLOBAL UNIVERSITY: Fitch Affirms 'B' LongTerm IDR, Outlook Stable


R O M A N I A

BANCA TRANSILVANIA: Fitch Rates Sr. Non-Preferred Notes 'BB(EXP)'
DAN STEEL: April 28 Auction Date Set for Steel Mill


S P A I N

FTA UCI 14: S&P Affirms 'B- (sf)' Rating on Class C Notes
HIPOCAT 10: Fitch Affirms BB+sf Rating on B Notes


S W I T Z E R L A N D

GARRETT MOTION: S&P Affirms 'B+' LT Issuer Rating, Outlook Stable


T U R K E Y

TEB FINANSMAN: Fitch Affirms 'B-' Foreign Curr. IDR, Outlook Neg.


U K R A I N E

MHP SE: S&P Raises LT Issuer Credit Rating to 'CC', Outlook Neg.


U N I T E D   K I N G D O M

AZURE FINANCE 3: Moody's Assigns B1 Rating to GBP3.7MM Cl. F Notes
FARMISON: Bought Out of Administration, To Restart Trading
MACQUARIE AIRFINANCE: Fitch Puts BB Final Rating to Sr. Unsec Debt
MANCHESTER GIANTS: Seeks New Investor Following Pre-pack Deal
PREZZO: To Close 46 Loss-Making Sites, 810 Jobs at Risk

YES RECYCLING: Enters Administration, Buyer Sought for Business

                           - - - - -


=============
A U S T R I A
=============

KLABIN AUSTRIA: Fitch Affirms Sr. Notes Rating at 'BB+'
-------------------------------------------------------
Fitch Ratings has affirmed Klabin S.A.'s Long-Term Foreign Currency
(FC) and Local Currency (LC) Issuer Default Ratings (IDRs) at 'BB+'
and its National Scale Long-Term Rating at 'AAA(bra)'. Fitch has
also affirmed Klabin Austria Gmbh's senior notes, guaranteed by
Klabin, at 'BB+'. The Rating Outlook for Klabin remains Stable.
Issuances from Klabin Finance S.A. have been transferred to Klabin
Austria Gmbh.

Klabin's ratings reflect the company's leading position in the
Brazilian paper and packaging sector and its large forestry assets,
providing a low production cost structure and a high degree of
vertical integration. The company's solid liquidity position and
low refinancing risk remain key credit considerations. Fitch
expects Klabin's cash flow generation to remain strong due to the
company's low cost position in the industry; strong demand in the
paper and packaging segment; and additional volume from the Puma II
second phase, which is expected to start operations in 2Q 2023.

KEY RATING DRIVERS

Increased Capacity Strengthens Position: Klabin has a leading
position in the Brazilian packaging sector and a high degree of
vertical integration, which enhances product flexibility in the
competitive but fragmented packaging industry. The Puma II
expansion project added 354 thousand tonnes of production of
kraftliner in 2022, which should reach 450 thousand tonnes in 2024.
The second phase will add an additional 460 tonnes of annual
production capacity of coated board by 2027, when it is at full
capacity, which will further strengthen the company's leading
market position.

Strong Brazilian Market Share: Klabin's strong market shares allow
it to be a price leader in Brazil and to preserve more stable sales
volume and operating margins during instable economic scenarios
than its competitors. The company has market shares of 23% and 33%,
respectively, in the Brazilian corrugated boxes and coated board
sectors. Klabin is the sole producer of liquid packaging board in
Brazil and is the largest producer of kraftliner and industrial
bags, with market shares of 56% and 50%, respectively. Paper and
packaging business represented 49% of Klabin's EBITDA in 2022,
while pulp represented 51%. Fitch views the company's competitive
advantage as sustainable due to its scale, high level of
integration and diversified client base in the more resilient food
sector, which represents about 67% of packaging sales.

Falling Pulp Prices: Average BEKP prices to China for 2022 were
USD796/tonne, and Fitch projects a drop to USD650/tonne in 2023.
The price spike was caused by unexpected mill maintenance
downtimes, low inventories, strikes and logistical constraints.
Pulp prices started to lose momentum during 4Q22, and Fitch expects
them to decline further in 2023, pressured by increased supply from
Latin American producers and potentially weaker demand from paper
companies due to margin pressures. Chinese demand was affected by
the country's 'Zero Covid' policy, as well as paper mill closures
due to energy shortages, and it has only shown modest recovery so
far in 2023.

Lower Capex Projected: Klabin has not announced any big investment
projects after finalizing Puma II. The only significant individual
project is a new corrugated boxes unit in Piracicaba, which would
increase Klabin's total corrugated boxes conversion capacity to 1.3
million tonnes per year. The project has an expected total
investment of BRL1.6 billion over three years, and Fitch projects
total capex for Klabin during 2023-2025 of BRL13.4 billion. With
this scenario and a stable dividend policy, Fitch forecasts CFFO of
around BRL5.5 billion yearly during that time.

Leverage to Decrease Post-Expansion: Fitch expects Klabin's net
leverage ratio to reach 4.1x in 2023 and to fall within the rating
sensitivities after the completion of this investment phase.
Fitch's calculations include total debt of BRL7.1 billion from
factoring transactions as of December 2022. Klabin's net debt,
excluding factoring transactions, was BRL27.5 billion as of Dec.
31, 2022. Fitch expects it to begin decreasing in 2024 after the
PUMA II project is completed. The project has been largely financed
with operating cash flow, thanks to the high average pulp prices of
the previous two years.

Rating Above Country Ceiling: Klabin's FC IDR of 'BB+' is one-notch
higher than Brazil's Country Ceiling. This is due to a combination
of exports of USD1.2 billion, approximately USD184 million of cash
held outside of Brazil and an undrawn USD500 million offshore
credit facility. Hard Currency debt service for the next 24 months
is covered more than 1.5x by 50% of EBITDA from exports, cash held
abroad and a revolving credit facility. This suggests an uplift of
up to three notches above Brazil's Country Ceiling. However,
Klabin's FC IDR is constrained by a LC IDR of 'BB+', a reflection
of its underlying credit quality.

DERIVATION SUMMARY

Klabin has a leading position in the Brazilian packaging segment.
Its size, access to inexpensive fiber and high level of integration
relative to many of its competitors give it sustainable competitive
advantages. Its business profile is consistent with a rating in the
'BBB' category.

Klabin's leverage remains high due to a period of investments that
will continue during 2023. Its leverage is higher than Empresas
CMPC (BBB/Stable), Suzano (BBB-/Stable) and Celulosa Arauco
(BBB/Stable). Liquidity is historically strong for pulp and
packaging producers, and Klabin has strong access to debt and
capital markets.

Klabin is more exposed to demand from the local market than Suzano,
CMPC and Arauco, as these companies are leading producers of market
pulp sold globally. This makes Klabin more vulnerable to
macroeconomic conditions than its peers. Positively, its
concentration of sales to the food industry, which is relatively
resilient to downturns in Brazil's economy, and its position as the
sole producer of liquid packaging board, add stability to operating
results.

KEY ASSUMPTIONS

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

- Paper and packaging sales volume of 2.4 million tons for 2023 and
2.6 million tons for 2024;

- Pulp sales volume of 1.5 million tons in 2023 and 1.5 million in
2024;

- Average hardwood net pulp price of USD650 per ton in 2023 and
USD600 per ton in 2024;

- Average FX rate of 5.3 BRL/USD in 2023 and 2024;

- Investments around BRL9.5 billion during 2023 and 2024;

- Dividends around 20% of EBITDA from 2023 onwards.

RATING SENSITIVITIES

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

- Average net debt/EBITDA ratios of 2.5x or below throughout the
pulp price cycle following completion of the expansion project;

- Sustained net debt at Klabin of less than USD3.3 billion after
completion of the expansion project.

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

- Average net debt/EBITDA ratios of 3.5x or higher throughout the
pulp price cycle following completion of the expansion;

- Sustained net debt at Klabin of more than USD6 billion after
completion of the expansion project;

- More unstable macroeconomic environment that weakens demand for
the company's packaging products as well as prices.

LIQUIDITY AND DEBT STRUCTURE

Strong Liquidity: Klabin's solid liquidity position and low
refinancing risk remain key credit considerations. As of Dec. 31,
2022, the company had BRL6.5 billion of cash and marketable
securities and BRL34.6 billion of total debt, including about
BRL7.1 billion of factoring transactions as per Fitch's criteria.

The company has an extended debt amortization profile, with BRL9
billion of debt maturing in 2023 (including BRL7.1 billion in
factoring, as per Fitch methodology, which the agency expects to be
treated as revolving), and BRL1.2 billion in 2023 and 2024.
Financial flexibility is enhanced by a USD500 million unused
revolving credit facility. Klabin plans to continue to finance the
expansion project with a combination of debt and operating cash
flow. Fitch expects Klabin to continue to preserve strong
liquidity, conservatively positioning it for the price and demand
volatility, which is an inherent risk of the packaging industry.

As of Dec. 31, 2022, about 67% of total debt was denominated in
U.S. dollars. Total debt consisted of bonds (36%), factoring (20%),
BNDES (9%), export credit notes and export prepayments (6%),
Agribusiness Receivables Certificate (CRA, 4%), debentures (4%) and
others (20%).

ISSUER PROFILE

Klabin is the leader in the Brazilian corrugated boxes and coated
board sectors. In the Brazilian market, it is the sole producer of
liquid packaging board and the largest producer of kraftliner and
industrial bags. It also has an annual production capacity of 1.6
million tonnes market pulp.

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
   -----------           ------                  -----
Klabin S.A.     LT IDR    BB+      Affirmed       BB+
                LC LT IDR BB+      Affirmed       BB+
                Natl LT   AAA(bra) Affirmed   AAA(bra)

Klabin
Austria Gmbh

   senior
   unsecured    LT        BB+      Affirmed       BB+



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

DIOT-SIACI TOPCO: Fitch Affirms LongTerm IDR at 'B', Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has affirmed Diot - Siaci TopCo SAS's Long-Term
Issuer Default Rating (IDR) at 'B' with a Stable Outlook and
Acropole Holding SAS's term loan B's (TLB) senior secured rating at
'B+' with a Recovery Rating of 'RR3'.

The rating actions follow completion of the TLB add-on tranche of
EUR200 million.

The affirmation reflects Diot - Siaci's higher revenue and EBITDA
due to organic and acquisition-led growth. The group has moderately
increased its profit margins due to synergies from the 2021 merger
between Siaci Saint Honoré and entities previously owned by Groupe
Burrus Courtage (GBC). The group has also successfully integrated
certain acquisitions.

Fitch expects the group to use the new debt proceeds to repay
outstanding amounts drawn under its revolving credit facility (RCF)
and to fund new acquisitions. Fitch forecasts Diot - Siaci will
remain within its leverage sensitivities for a 'B' rating in the
sector.

The senior secured instrument rating of 'B+/RR3' at Sisaho
International has been withdrawn as the entity no longer exists
following a reorganisation of the group entities.

KEY RATING DRIVERS

Steady Operating Performance, Synergies Key: Fitch expects
operating performance to be broadly in line with the plan set out
for Diot - Siaci post-merger. Fitch estimates revenue growth of 9%
and Fitch-defined EBITDA of around EUR180 million (around a 25%
margin) for 2022. This is supported by organic revenue growth,
particularly in Diot - Siaci corporate & solutions, positive
foreign-exchange movements and around EUR10 million of synergies.
The business has made steady progress in realising synergies since
the merger's close, the majority of which are through reduced
costs. Fitch sees scope for further synergies, although execution
risks remain.

Debt-Funded Acquisitions: The European insurance brokerage sector
is seeing a consolidation trend, which Diot - Siaci aims to
capitalise on, particularly mid-market specialised firms in France.
Acquisitions in other geographies are also possible. Fitch expects
debt-funded acquisitions to play a central role in this strategy.

Diot - Siaci is owned by a combination of strategic and financial
investors. Despite the long-term investment approach of some
consortium members, Fitch expects an opportunistic attitude towards
M&A to prevail. Consequently, more leveraged acquisitions may take
place over the next 18 to 24 months, in particular if the overall
cost of debt falls from the current peak.

Leverage Trajectory on Track: Fitch forecasts EBITDA leverage
(Fitch-defined) at around 5.3x in 2022, before it edges up to
around 5.7x in 2023 as a result of the add-on facility and then
falls back towards 5.1x by 2024. Fitch expects deleveraging to be
driven by organic revenue and EBITDA growth, supplemented by
synergies and bolt-on acquisitions. However, continued debt-funded
acquisitions, particularly without commensurate benefit to
operating performance could reverse this trend and put negative
pressure on the rating.

Stable FCF Margin, Adequate Liquidity: Fitch forecasts the
(Fitch-defined) free cash flow (FCF) margin at around an average of
3.6% for 2022-2025, with FCF growth supported by absolute EBITDA
growth. However, FCF will be affected by capex, non-recurring costs
to achieve synergies and higher cash interest costs. Capex
requirements tend to be a key factor affecting cash conversion, and
are led by the sector's investment in IT and digital
infrastructure.

Nonetheless, Fitch believes the group's positive FCF will be
supportive of liquidity. Non-trade working-capital sources, such as
cash related to premiums received from customers to be transferred
to insurers, are also an additional source of liquidity.

Partial Hedging Benefit: The group benefits from EUR850 million of
the increased TLB being hedged up to 80% of the principal to 2024,
which has helped contain cash interest costs in times of rising
base rates. However, 2025 hedging is limited. Additionally, Fitch
understands management intends to put hedging in place on the
add-on TLB, but Fitch has not considered any hedging on the new
debt for now. Given that the higher interest-rate environment is
likely to persist, Fitch expects cash interest costs to increase,
putting pressure on FCF and Fitch-defined EBITDA interest coverage.
Fitch forecasts the latter to decline to 2.7x in 2024 from 4.7x in
2022.

Opportunities in French Insurance Market: Diot - Siaci mainly
intermediates risks in certain B2B niches of the French corporate
insurance market. Fitch sees low disintermediation risks in France,
with brokers adding value in specialised insurance segments. Fitch
expects revenue-and-margin growth in health and protection, in
particular for SME-related commissions, with moderately positive
pricing effects. Commissions in trade-finance credit insurance will
benefit from market-peak conditions over the next 12 to 18 months.
Fitch expects slower growth for property and casualty and marine
underwriting coverage, as insurers are more exposed to increasing
claims and re-insurance costs.

DERIVATION SUMMARY

Diot - Siaci has a strong position in risk protection, particularly
marine, and health and protection business, and GBC legacy lines,
including credit protection and regulated professional coverage.
The business focuses on corporate clients and concentrates on
certain niches, mainly in France. Its ratings are based on its
market position, moderate but increasing EBITDA margins and cash
generation, plus high but decreasing leverage.

Diot - Siaci is slightly larger than Andromeda Investissements SAS
(April, B/Stable). However, its B2B business model is in contrast
to April's more diversified consumer-oriented proposition. April's
offering is aimed at retail clients mainly in health and
protection. April also benefits from a larger distribution
platform.

UK-based Ardonagh Midco 2 plc (B-/Positive) has greater scale and a
more diversified product offering than Diot - Siaci. It also has a
strong presence in retail. However, it maintains a higher leverage
profile driven by debt-funded acquisitions. Both Diot - Siaci and
Ardonagh have made significant acquisitions in recent years. This
has led to weaker credit metrics, in particular for Ardonagh. In
both cases margin improvements through cost savings and revenue
enhancement are key to supporting operating performance and
deleveraging.

KEY ASSUMPTIONS

- Revenue CAGR of 5.6% across 2022-2025

- Fitch-defined EBITDA margin of around 25% in 2022 and around 26%
in 2023-2025

- Realisation of EUR15 million of EBITDA synergies by 2024

- Capex around 7% of revenue through to 2025

- FCF margin averaging 3.5% 2022-2025

- Bolt-on acquisitions of EUR200 million over 2023-2024 with
valuations at 10x EBITDA

Key Recovery Assumptions:

The recovery analysis assumes that Diot -Siaci would be reorganised
rather than liquidated in a bankruptcy and remain a going concern
(GC) in restructuring. This is because most of the group's value
hinges on its brand, client portfolio and the goodwill of its
relationships.

Its analysis assumes a GC EBITDA of around EUR130 million, up from
EUR120 million at its previous rating action a year ago. The
increase reflects a broader business scope following recent M&A,
and its updated capital structure. At this GC EBITDA level, which
assumes corrective measures have been taken, Fitch would expect the
group to generate break-even to slightly positive FCF. Fitch uses
an enterprise value (EV) multiple of 5.5x to calculate a
post-restructuring valuation.

A restructuring of the group may arise from structural market
changes in France and abroad, including declines in the technical
profitability of certain business lines for insurers. This may
affect commission pricing, jeopardising Diot - Siaci's
profitability. Post-restructuring scenarios may involve an
acquisition by a larger company, capable of transitioning the
group's clients onto an existing platform, or the discontinuation
of certain business lines, in turn reducing scale.

Fitch included EUR45 million of local facilities in the debt
waterfall that Fitch understands from management are mainly
borrowed within the restricted group, therefore ranking pari passu
with its senior secured liabilities. Fitch also considered a fully
drawn EUR150 million RCF.

Its analysis generates a waterfall generated recovery computation
of 52% after deducting 10% for administrative claims, indicating a
'B+'/'RR3' instrument rating for the senior secured debt, including
the EUR200 million add-on, albeit with limited headroom under the
RR3 category.

RATING SENSITIVITIES

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

- EBITDA leverage consistently below 5.5x

- EBITDA interest coverage trending to or above 3.5x

- EBITDA margins at or higher than 25% through the cycle

- Successful integration and delivery of synergies in line with
management's plan, leading to improvements in leverage and
profitability, including FCF margins at 5% or higher

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

- EBITDA leverage sustainably above 7.0x, due to poor delivery of
synergy plan also causing a lack of significant deleveraging

- EBITDA interest coverage below 2.5x

- EBITDA margin declining towards 20%, due to stiff competition or
more difficult operating conditions, including slow integration of
acquired companies

- Weakening FCF towards break-even or negative territory

- Ongoing weak liquidity with high reliance on insurance working
capital

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Fitch estimates the cash on balance sheet for
the brokerage business at around EUR50 million at end-2022,
increasing to around EUR145 million in 2023 following the TLB
add-on. Fitch expects positive FCF will support liquidity. A EUR150
million RCF and non-trade working-capital cash resources are also
available to the group.

ISSUER PROFILE

Diot - Siaci is a leading mid-sized independent French B2B
insurance brokerage group active in health, protection,
international mobility, marine, property and casualty segments.
Revenues are primarily generated in France, but the group also has
operations in Switzerland and exposure to international markets.

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
   -----------            ------         --------    -----
Acropole Holding
SAS

   senior secured   LT     B+  Affirmed     RR3        B+

Sisaho
International

   senior secured   LT     WD  Withdrawn    RR3        B+

DIOT-SIACI BidCo
SAS

   senior secured   LT     B+  Affirmed     RR3        B+

DIOT - SIACI
TopCo SAS           LT IDR B   Affirmed                B

ECOTONE HOLDCO: S&P Downgrades LT ICR to 'CCC+', Outlook Stable
---------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
French food producer Ecotone HoldCo III SAS to 'CCC+' from 'B-'.
S&P also lowered its issue rating on the EUR490 million term loan B
(TLB) to 'CCC+' from 'B-', with the '3' recovery rating unchanged.

The stable outlook reflects S&P's view that Ecotone will stabilize
its financial position, maintain adequate liquidity, and self-fund
its day-to-day operations over the next 12 months.

High inflation and low consumer confidence affected Ecotone's
operating performance in 2022, and will continue to have a negative
impact on its credit metrics in 2023. Overall, weaker food markets
resulted in lower-than-anticipated top line and profitability. For
fiscal year ending Dec. 31, 2022, S&P estimates sales to have
decreased by 5% to about EUR690 million and EBITDA margin to have
contracted to 9%, 150 basis points (bps) lower than in 2021.
Consumers are trading down from premium organic products to find
substitutes in private label or nonorganic products, which affects
Ecotone's performance because the company has a limited exposure to
more-affordable private label products (about 3% of sales in 2022).
The current macroeconomic environment weighed significantly on
Ecotone's input costs, notably because of inflated costs in raw
materials, packaging, transport, energy, and wages. Despite two
waves of price increases--in March/April 2022 and September/October
2022--Ecotone's profitability was affected by the time lag in
passing those price increases to the retailers, especially in
France (representing about 60% of its sales), where the lag can
reach up to three months.

S&P said, "While Ecotone has solid brand pricing power and has
negotiated some selective price increases to cover for inflationary
impact in 2023, we think the sticky inflationary environment and
weaker consumer purchasing power will continue to weigh on its
operating performance this year. Because the organic market is
sensitive to consumer sentiment, we expect volumes to continue
decreasing in 2023 because of trade-down dynamics. We therefore
forecast flat revenue growth of 0%-1%, with price increases fully
offset by the drop in volumes. Despite the anticipated low store
frequentation in healthy food stores and private label competition
in supermarkets, we forecast the S&P Global Ratings-adjusted EBITDA
margin will remain stable at about 9%, supported by cost control
measures including limited marketing and advertising expenses and
reduction of nonessential personnel. We understand that the company
is actively and diligently implementing strategic initiatives on
core brands--including Bjorg, Clipper, Whole Earth, Tanoshi, Alter
Eco, Tartex, Naturela, and Abbot Kinney's--to maintain and grow its
market share in key product categories. Moreover, we see
progressive normalization on energy and some raw material prices,
reducing pressure on the cost structure. That said, we think the
under-utilization of factories, stemming from lower volumes, will
weigh on Ecotone's ability to absorb fixed costs.

"We forecast slower deleveraging than previously anticipated, with
hindrances in FOCF generation and interest rate coverage. Under our
base-case projections for 2023, Ecotone's adjusted debt to EBITDA
will likely stay elevated at 10.5x-11.0x (9.0x excluding PIK loan)
in 2022 and 2023, versus 8.5x (7.5x excluding PIK loans) in 2021.
We estimate FOCF generation to be negative for fiscal 2022, at
about EUR25 million-EUR30 million, because of a largely negative
working capital change stemming from phasing on payables. For
fiscal 2023, FOCF should be broadly neutral or slightly positive.
This is supported by Ecotone's good control of working capital
needs, thanks to its sizable factoring program and conservative
capital expenditure (capex), while it maintains the necessary
investment related to capacity expansion and production line
improvements. The company is taking advantage of the current
underutilization of its factories to implement some productivity
gains. Funds from operations (FFO) to cash interest coverage will
also likely remain weak at about 1.5x in 2022 and 2023, compared
with 2.9x in 2021, because of higher interest costs on the TLB and
PIK debt, which are 50% hedged until fourth-quarter 2023.

"Ecotone's strong brand fundamentals and structurally growing
underlying market will pave the way for a return to pre-pandemic
performance. We think the company has strong industry fundamentals,
with all product categories showing growth compared with
pre-pandemic levels: notably a 28% increase for hot drinks and
plant-based meals, 23% for breakfast cereals, 7% for bread and
biscuits, and 6% for plant-based drinks. The company has
long-lasting relationships with retailers and a transparent
approach in increasing prices, which resulted in none of their
products being delisted. We believe that the company's performance
deterioration stems mainly from external macroeconomic factors
rather than internal operational setbacks. Accordingly, we project
the EBITDA margin to expand in 2024 to about 9.5%-10.0% and free
cash flows to improve to about EUR10 million-EUR15 million per
year.

"Ecotone should be able to fund its day-to-day operations with no
near-term refinancing risks. In our view, Ecotone's liquidity
position remains adequate, thanks to its fully undrawn revolving
credit facility (RCF) of EUR75 million and the use of its factoring
line to manage its intra-year working capital needs, capex, and
interest payments for the next 12 months. However, we think that
the negative to neutral FOCF will reduce the company's financial
flexibility to finance its business operations and could lead to
drawings on the RCF above the 40% threshold for testing. That said,
we do not expect the RCF covenant to be tested as the company
usually uses factoring lines for its large working capital needs
rather than RCF drawings. In addition, we think the currently
constrained volume growth prospects should limit potential further
increases in working capital needs. Ecotone's very high debt
leverage also limits its access to debt capital markets, but it
does not face any near-term refinancing risks because the senior
debt instruments (the RCF and TLB) mature in 2026.

"The stable outlook reflects our view that Ecotone will
progressively stabilize its financial position in 2023 and its
credit metrics should slightly improve over the next 12 months. We
also think that the group will be able to adequately fund its
day-to-day operations and maintain adequate liquidity thanks to the
lack of near-term debt maturities. Under our base case, we project
adjusted debt leverage will remain at 10.5x-11.0x in 2023 and
progressively decrease to below 10.0x in 2024, with a return to
neutral-to-slightly-positive FOCF generation of about EUR5
million-EUR10 million.

"We could lower the ratings over the next 12 months if the
company's credit metrics continued to weaken, thereby deviating
significantly from our current base case. This could happen if
Ecotone's liquidity position is undermined by
higher-than-anticipated working capital outflows that would prompt
the company to draw on the RCF and could result in a financial
covenant breach. We would likely view any debt buyback or exchange
offer as a distressed transaction if executed well below the
nominal value of the loans, given the elevated leverage and
negative FOCF.

"We could raise the ratings if we saw a strong and sustained return
to positive cash flow generation over the next 12 months such that
FFO cash interest increased above 2.0x. This would also help
strengthen Ecotone's liquidity position and increase its financial
covenant headroom, enhancing its financial flexibility. This could
happen if Ecotone sees a stronger-than-anticipated growth in
consumption trends in key markets while increasing its market share
for core brands driven by taste differentiation, in categories such
as tea and peanut butter, and if it improves its operating
efficiency across its production footprint."

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 Ecotone, as is the
case for most rated entities owned by private-equity sponsors. We
believe the company's highly leveraged financial risk profile
points to corporate decision-making that prioritizes the interests
of the controlling owners. This also reflects the generally finite
holding periods and a focus on maximizing shareholder returns.
Environmental and social factors are an overall neutral
consideration in our credit rating analysis of Ecotone. That said,
we see a strong focus on social and environmental matters. These
are well embedded in the group's business strategy and model as
illustrated by the B-Corp certification received in 2019 and
adoption of "Entreprise a Mission" status."




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

GREECE: S&P Alters Outlook to Positive, Affirms 'BB+/B' SCRs
------------------------------------------------------------
On April 21, 2023, S&P Global Ratings revised its outlook on Greece
to positive from stable. At the same time, S&P affirmed the long-
and short-term local and foreign currency sovereign credit ratings
on Greece at 'BB+/B'.

Outlook

The positive outlook reflects S&P's view that Greece will build on
its recent strong track record of implementing structural reforms.
Additionally, the government has closed the fiscal deficit faster
than it anticipated, through improvements we view as broadly
sustainable.

Upside scenario

S&P could raise its ratings on Greece within the next 12 months if
fiscal discipline is maintained over its forecast period through
2026. Ratings upside would also likely hinge on the next government
maintaining the pace of structural reforms, thereby boosting Greek
economic competitiveness.

Downside scenario

S&P could revise the outlook to stable within the next 12 months if
budgetary performance deviates significantly and negatively from
its current forecast and external imbalances, such as from the
currently elevated current account deficit, were to worsen more
than it expects.

Rationale

Greece's economy has proven resilient despite difficult external
macroeconomic conditions. Economic activity expanded 5.9% in real
terms in 2022, flying past pre-pandemic levels, despite the energy
shock for Greece and its trading partners. Investment increased to
21.4% of GDP at end-2022, up 9 ppts since end-2019, while exports
as a percentage of GDP increased an estimated 20 ppts over the past
decade.

With economic carry-over effects still present in 2023, a solid
investment outlook, and no sign of softening tourism numbers, S&P
sees economic growth reaching at least 2.5% in 2023 and then
averaging just under 3% over 2024-2026.

The net negative credit impulse from banks appears to have reversed
in 2022; for the first time since 2010, net private-sector credit
growth was positive. Efforts to clean up systemwide balance sheets
have yielded results, with nonperforming loans (NPLs) falling to
8.2% of gross loans as of December 2022, which while still elevated
is well below the peak of 49.2% in June 2017. While concerns remain
on the quality of banks' capital (deferred tax credits still make
up about two-thirds of regulatory capital), the financial sector
appears more stable than in recent years.

Fiscal reforms are also starting to pay dividends. Authorities have
focused on improving compliance and digitalization of services,
which is bolstering revenue alongside high inflation. S&P said,
"Despite the government providing significant support in 2022
through energy subsidies, we estimate a general government primary
surplus in 2022, which marks significant consolidation. We expect
further fiscal gains in coming years, as other reforms, such as
those on pensions and the elimination of COVID-19, and energy
support contribute to closing the fiscal gap."

Greece received its second RRF payment of EUR3.6 billion (almost 2%
of GDP) in January 2023 following early passage of associated
structural reforms required to unlock the funding. This brings
total disbursements to EUR11.1 billion out of the maximum EUR30.5
billion envelope of grants and loans available to Greece until
2026. S&P believes the reform plan provides a stable anchor and
should encourage a continued pace of structural reforms that
enhances Greece's competitiveness and future debt-servicing
capacity.

S&P said, "We believe the NextGenerationEU (NGEU) programs and the
available RRF funds--as well as the tangible benefits of
significant progress in restructuring the economy over the past
decade--will incentivize elected authorities to continue
implementing structural reforms. However, the pace and depth of
reforms will, in our view, ultimately depend on the resolve of the
next government that will be formed after the elections scheduled
for May 21, 2023. In our forecasts, we assume the next government
will continue to pursue structural reforms.

"Our ratings on Greece remain constrained by elevated external
imbalances. The current account deficit widened to 9.7% of GDP in
2022 on the back of a sudden and significant increase in
hydrocarbon-related import prices. However, capital imports are
also partly to blame, in tandem with the pickup in investment
activity. Easing energy prices along with further growth in tourism
activity underly our expectation that the current account deficit
will moderate in coming years."

While still sizable in nominal terms, the Greek government's debt
profile in relation to its maturity and interest costs remains one
of the most favorable globally. High nominal GDP growth (in part
boosted by very large GDP deflator expansion) has significantly
reduced Greece's debt-to-GDP ratio in recent years. Net debt peaked
at 188% of GDP in 2020, and we estimate it will drop to 145% of GDP
by the end of 2023. Greece stands out among EU peers as having the
most rapid reduction in its debt ratio in 2022. S&P anticipates
further declines over 2024-2026, in line with solid economic growth
and improving budgetary performance.

Institutional and economic profile: Growth should remain resilient
thanks to investments and associated structural reforms

-- Real GDP growth is likely to cool in 2023, although remain
above euro area peers' at an estimated 2.5%, underpinned by
investment, tourism, falling unemployment, and broader private
credit support.

-- Greece continues to implement structural reforms that could
improve medium-term economic and fiscal outcomes.

-- General elections set for May 21 may prove inconclusive, with
potential re-runs yielding a government focused on delivering
Greece's National Recovery and Resilience Plan.

The Greek debt crisis (2009-2015) triggered a long period of
economic and institutional instability, low growth, and acute
underinvestment, as successive governments cut spending on health,
education, and infrastructure. In 2019 that period came to an end,
as foreign direct investment recovered (including via banks' NPL
sales), while business confidence rapidly improved in conjunction
with progress on fiscal consolidation and structural reforms,
including on tax compliance, the labor market, competition laws,
and aspects of (yet to be completed) judicial reform.

The global pandemic appears to have galvanized the incipient
recovery of investment and confidence in the economy. Rapid
digitalization of public services drove considerable progress in
reducing tax evasion and unlocking other efficiencies within the
public sector. The strong subsequent performance of tourism,
shipping, and manufacturing, alongside banks' progress in selling
and resolving nonperforming exposures, spurred additional
investment.

In 2022, the Greek economy expanded close to 6% in real terms.
Tourism receipts recovered to near pre-pandemic levels, but
domestic demand was the main source of growth, as private
consumption picked up (despite accelerating inflation), helped by
improving labor market outcomes and investment recording another
year of double-digit growth.

High-frequency sentiment data suggest economic confidence in 2023
so far remains solid. S&P said, "We've revised up our 2023 real GDP
forecast to 2.5% from 1.7%, principally because carry-over effects
still appear significant, while investments tied to the RRF should
support economic growth, despite the weakening economic prospects
of trading partners. We expect growth to then pick up to average
2.8% over 2024-2026, as improving competitiveness allows Greece to
take advantage of building private credit and external demand." The
size of the economy is still well below its peak before its
sovereign debt crisis, suggesting room for above-trend growth in
coming years.

Earlier concerns surrounding Greece's energy dependence on Russia
so far appear overstated. Despite 40% of Greece's gas previously
coming directly from Russia, gas pipelines were never cut off.
Moreover, efforts to reduce gas demand proved successful
(industrial demand fell about 60%) and relatively straightforward,
since demand was concentrated in two large refineries that were
able to switch to oil. Renewables, especially wind and solar, will
likely remain long-term solutions for Greece, which should be able
to address any near-term gaps at least partially by capitalizing on
the country's sizeable liquefied natural gas import facilities.

As part of the NGEU, Greece has up to EUR30.5 billion (EUR17.5
billion in grants, EUR12.7 billion in loans) available under the
RRF over 2021-2026. This makes Greece the largest beneficiary in
the EU relative to the size of its economy. More than one-third of
the allocation from the RRF is planned for the country's green
transition, almost one-quarter for digitalization, and the
remainder for supporting private investment, labor market policies,
health care, and public administration, including tax
administration and the judiciary. Greece's second RRF payment of
EUR3.6 billion was made in January 2023 following the early
fulfillment of 28 milestones and targets. If used efficiently, S&P
believes these funds could fast track structural improvements in
the economy, contribute to stronger growth, and improve the
sovereign's debt-servicing capacity over our forecast horizon.

Since 2015, subsequent Greek governments have made considerable
progress in reducing tax evasion, overhauling state-owned
enterprises, reforming the labor market, insolvency system
(benefiting loan workouts for the banks), public health care, and
competition law, and some aspects of the judicial system.
Nevertheless, the legal process in Greece remains a deterrent to
business and investment, due to long trial times and uncertain law
enforcement. While cadastral mapping continues and is increasingly
digitized, not all regions of Greece are registered in the national
cadaster (this is unique in Europe).

Greece's large, flexible, and competitive shipping sector
complicates the analysis of the broader economy, since it
represents a fairly modest share of employment and value added, but
makes up the larger share of non-financial sector external debt. It
also explains a large component of external lending and investment
in the Greek economy via foreign subsidiaries (as well as volatile
import data and substantial re-exports).

Prime Minister Kyriakos Mitsotakis has called parliamentary
elections for May 21, 2023. The poll will be the first and last
held under rules that exclude bonus seats following changes
implemented by the previous left-wing Syriza-led government.
However, if as current polls suggest the vote proves inconclusive,
there is a possibility of a second election by early July, which
would be held under a different electoral arrangement granting
bonus seats to the top finishing parties on a sliding scale,
following a law implemented by the current government in January
2020. Polling indicates the possibility of a two-party coalition
government taking power as soon as late May.

S&P said, "While we acknowledge the uncertainty regarding the
election outcome, we assume in our forecast that the next
government will continue to pursue structural reforms and fiscal
consolidation. We believe NGEU programs and the available RRF
funds, as well as the tangible benefits of significant progress
made in restructuring the economy over the past decade, firmly
incentivize the next administration to continue implementing
structural reforms, regardless of the electoral outcome."

Flexibility and performance profile: General government primary
surpluses return

-- Government revenue outperformance has created fiscal space and
the return of primary budget surpluses; S&P expects the general
government budget deficit to average 1% over 2023-2026.

-- While banking sector vulnerabilities are still present,
following a massive cleanup, the systemwide ratio of NPLs dropped
to 8.2% at December 2022 from a peak of 49.2% in June 2017.

-- The current account deficit materially worsened in 2022 to 9.7%
of GDP, as energy and capital imports increased, and S&P expects it
will average 6% over 2023-2026.

Greece's fiscal performance continues to exceed S&P's expectations.
The general government deficit fell to 2.3% of GDP in 2022 from
7.1% in 2021, making this the most aggressive consolidation among
all EU members. Revenue outperformance has been central to the
improved position, with efforts to increase digitalization paying
dividends in the form of higher tax compliance. The improvement
comes despite government support to the economy remaining
significant last year. Efforts predominantly focused on energy
subsidies (costing about 0.5% of GDP on a net basis, thanks to
offsetting windfall taxes), but also included a slashing of
personal income taxes including social security and the abolition
of solidarity contributions. As elsewhere, higher-than-expected
inflation in 2022 boosted government revenue performance
considerably and helped erode Greece's significant debt-to-GDP
ratio.

The government's 2023 budget targets a primary surplus of 0.7% of
GDP. S&P said, "Given the improved starting position and our
expectation that revenue-boosting measures will lead to sustainably
higher tax generation, we now estimate a primary surplus of about
1% of GDP this year. While Greece has so far been successful in
closing its value-added tax (VAT) gap (the difference between
estimated VAT collections and actual VAT revenues; a measure of tax
compliance), it remains well above peers', suggesting room for
further revenue growth. Still, we do not expect consolidation to be
as rapid as in 2022." This is because the winding down of COVID-19
measures will feature much less in expenditure cuts, while pressure
to increase spending in line with cost-of-living concerns is likely
to persist (as demonstrated by recent hikes in pensions and
benefits of 7.8% and 10.8%, respectively).

In the following years, S&P's baseline forecast is a gradual
tightening toward an overall government deficit of 0.5% by 2026,
roughly equivalent to a primary surplus of 2.0%. Nonetheless, risks
to S&P's forecast include:

-- The next government's lack of resolve to execute structural
reforms and reduce government debt. While even in a
no-policy-change scenario, economic growth alone would likely be
enough to further close the fiscal gap, a lack of impetus to push
through reforms could harm currently positive economic prospects.

-- Renewed energy concerns. Energy prices could spike again,
particularly in case of a cold winter. With no sign of a resolution
to the war in Ukraine, the government's fiscal exposure to energy
prices remains elevated, despite the cushioning provided by
windfall taxes.

-- External macroeconomic or financial stability concerns pulling
down Greek economic prospects. While current global data does not
appear consistent with the more pessimistic downside scenarios, the
risk of them materializing has increased. This could harm Greece's
economic prospects.

S&P said, "Our current forecast envisions gross general government
debt falling further to about 136% of GDP by 2026, down from a peak
of 206% in 2020. Initially, this is mostly explained by the
considerable nominal GDP growth realized and expected over
2021-2023. Thereafter, we expect budgetary consolidation to play an
increasingly important role. Cash buffers remain significant in
Greece, at an estimated 15% of GDP at end-2022, also thanks to
authorities' significant pre-financing program (we understand 2023
has already been fully pre-funded owing to issuance earlier in the
year). These liquid assets are deducted from gross government debt,
leading us to estimate net government debt at 124% of GDP in 2026.

"Greece's central government debt-servicing costs remain very low
at about 1.54% according to the latest 2022 data. Despite the
country's sizable debt, this is significantly lower than the
average refinancing costs for most sovereigns in our 'BB' rating
category. The weighted-average residual maturity of central
government debt stood at 17.5 years at end-2022. We expect this and
future debt management operations, including with respect to the
bilateral loans, will help alleviate the government's interest
burden. As Greece continues to replace an increasing share of its
government debt with commercial bond issuance, its debt-servicing
costs as a share of government revenue could rise.

"Inflation is starting to cool with easing energy prices, following
a spike to 9.3% in 2022. The deflationary impact of falling
hydrocarbon-related prices leads us to forecast inflation of 4.3%
for 2023. This, however, is still well above the European Central
Bank's target and recent history in Greece, as core inflation still
appears elevated at 6.7% in March 2023 and rising. Food inflation
is also particularly elevated, possibly due to a more lagged
passthrough. Eventually, we see inflation cooling to average 2.1%
over 2024-2026, in line with moderating domestic demand and
reversals in imported inflation. To the extent that inflation
remains in line with trading partners, Greek competitiveness is
broadly unaffected."

Greek banks' 2022 financial results show a significant improvement
after a decade of asset-quality issues. NPLs fell to 8.2% at
December 2022 from a peak of 49.2% in June 2017, with a 32-ppt
improvement in the past three years alone. The cleanup follows the
implementation of the Hercules Asset Protection Scheme, under which
the government extends first-loss guarantees on senior tranches of
notes backed by pools of NPLs securitized by Greek banks. This
intervention has cleared the way for sizable asset sales and the
ongoing cleanup of balance sheets. Banks' restrained risk appetite
in recent years also implies future asset deterioration should be
more contained if macroeconomic conditions worsen.

Resultantly, private credit has finally started to expand in net
terms, reversing the trend since 2010 of shrinking net lending.
This is partly explained by RFF loans being channeled through the
banking system, but to a greater degree, it reflects the balance
sheet progress made so far, resulting in increased capacity to
support the economy.

While domestic demand expanded massively in 2022, one unintended
outcome has been the blowout in the current account deficit, which
increased to 9.7% of GDP. To some extent, this is also a result of
higher hydrocarbon prices inflating imports. Although
counterintuitively export prices increased more than import prices,
making Greece one of the only euro area countries to experience a
positive terms of trade shock in 2022. S&P said, "While commodity
and re-exports partly explain this, we don't rule out the
possibility that preliminary deflators could be revised. Otherwise,
the large increase in capital imports tied to investment projects
is currently the key driver. If confirmed, this would suggest that
the current increase in imports should support future export
competitiveness and eventually drive down external imbalances. We
expect the current account deficit will remain elevated over our
forecast period, but cool to an average of 6% of GDP over
2023-2026."




=============
I R E L A N D
=============

ALBACORE EURO V: Fitch Gives 'B-(EXP)sf' Rating to Class F Notes
----------------------------------------------------------------
Fitch Ratings has assigned AlbaCore Euro CLO V DAC expected
ratings, as detailed below.

   Entity/Debt             Rating        
   -----------             ------        
AlbaCore Euro
CLO V DAC

   Class A Loan        LT AAA(EXP)sf  Expected Rating
   Class A Notes       LT AAA(EXP)sf  Expected Rating
   Class B-1 Notes     LT AA(EXP)sf   Expected Rating
   Class B-2 Notes     LT AA(EXP)sf   Expected Rating
   Class C Notes       LT A(EXP)sf    Expected Rating
   Class D Notes       LT BBB-(EXP)sf Expected Rating
   Class E Notes       LT BB-(EXP)sf  Expected Rating
   Class F Notes       LT B-(EXP)sf   Expected Rating
   Subordinated Notes  LT NR(EXP)sf   Expected Rating

TRANSACTION SUMMARY

AlbaCore Euro CLO V DAC is a securitisation of mainly senior
secured obligations (at least 90%) with a component of
corporate-rescue loans, senior unsecured, mezzanine, second-lien
loans and high-yield bonds. Net proceeds from the note issuance
will be used to fund a portfolio with a target par of EUR350
million. The portfolio is actively managed by AlbaCore Capital LLP.
The collateralised loan obligation (CLO) has a 4.5-year
reinvestment period and an 8.5-year weighted average life (WAL)
test.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors in the 'B'/'B-' category. The
Fitch weighted average rating factor of the identified portfolio is
24.1.

High Recovery Expectations (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 63.5%.

Diversified Asset Portfolio (Positive): The transaction will
include four Fitch matrices: two effective at closing and
corresponding to a top 10 obligor concentration limit at 20%, a
fixed-rate asset limit at 12.5% and 15.0% and an 8.5 year WAL test.
The other two can be selected by the manager at any time from one
year after closing as long as the aggregate collateral balance
(including defaulted obligations at their Fitch-calculated
collateral value) is at least at the target par and corresponding
to the same limits as the closing matrices, apart from a 7.5 year
WAL test.

The transaction also includes various concentration limits,
including the maximum exposure to the three largest Fitch-defined
industries in the portfolio at 40%. These covenants ensure that the
asset portfolio will not be exposed to excessive concentration.

Portfolio Management (Neutral): The transaction has a 4.5-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.

Cash Flow Modelling (Neutral): The WAL used for the stressed-case
portfolio was 12 months less than the WAL covenant to account for
structural and reinvestment conditions after the reinvestment
period, including passing the over-collateralisation and Fitch
'CCC' limitation tests, and a WAL covenant that progressively steps
down over time, both before and after the end of the reinvestment
period. In Fitch's opinion, these conditions reduce the effective
risk horizon of the portfolio during the stress period.

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the current portfolio would have no impact on the class A to E
notes but would lead to downgrades below 'B-sf' for the class F
notes.

Based on the current portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of defaults and portfolio deterioration. Due to the
better metrics and shorter life of the current portfolio than the
stressed-case portfolio, the class B to F notes display a rating
cushion of up to three notches.

Should the cushion between the current portfolio and the
stressed-case portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
across all ratings and a 25% decrease of the RRR across all ratings
of the stressed-case portfolio would lead to downgrades of up to
four notches for the class A to D notes and to below 'B-sf' for the
class E notes.

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

A 25% reduction of the RDR across all ratings and a 25% increase in
the RRR across all ratings of the stressed-case portfolio would
lead to upgrades of up to three notches for the rated notes, except
for the 'AAAsf' rated notes, which are at the highest level on
Fitch's scale and cannot be upgraded.

During the reinvestment period, based on the stressed-case
portfolio, upgrades may occur on better-than-expected portfolio
credit quality and a shorter remaining WAL test, leading to the
ability of the notes to withstand larger than expected losses for
the remaining life of the transaction. After the end of the
reinvestment period, upgrades may occur in case of stable portfolio
credit quality and deleveraging, leading to higher credit
enhancement and excess spread available to cover losses in the
remaining portfolio.

DATA ADEQUACY

Albacore Euro CLO V DAC

The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk presenting entities.

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action

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.

DILOSK RMBS NO.6: S&P Assigns B (sf) Rating to Class X-Dfrd Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Dilosk RMBS No.6
(STS) DAC's class A to X-Dfrd notes. At closing, the issuer issued
unrated class Z1, and Z2, and R note.

Dilosk RMBS No.6 (STS) DAC is an Irish RMBS transaction that
securitizes a portfolio of prime owner-occupied mortgage loans
secured over residential properties in Ireland.

The portfolio is a combination of loans originated by Dilosk DAC a
nonbank specialist lender, under its ICS Mortgages brand over the
last two years, and loans from the Dilosk RMBS No. 1 Ltd.
transaction, which were also originated under the ICS Mortgage
brand.

While Dilosk was established in 2013, it has only been originating
(buy-to-let) BTL mortgages since 2017 and owner-occupied mortgages
since late 2019, and thus historical performance data is limited.

All of the pool comprises prime owner-occupied loans.

The collateral comprises prime borrowers. Most of the loans (97%)
from Dilosk No. 1 RMBS were originated between 2001 and 2014. The
newly originated loans in the portfolio were originated between
2020 and 2022 and thus under the Irish Central Bank's mortgage
lending rules limiting leverage (through loan-to-value [LTV] ratio
limits) and debt burden (through loan-to-income ratio limits).

The transaction benefits from liquidity provided by a
non-amortizing general reserve fund, and, in the case of the class
A notes, the class A liquidity reserve fund.

Principal can be used to pay senior fees and interest on the notes
subject to various conditions.

The transaction incorporates a swap to hedge the mismatch between
the notes, which pay a coupon based on the three-month Euro
Interbank Offered Rate (EURIBOR), and certain loans, which pay
fixed-rate interest before reversion.

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

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

  Ratings

  CLASS     RATING*     AMOUNT (MIL. EUR)

  A         AAA (sf)     471.056

  B-Dfrd    AA (sf)       25.211

  C-Dfrd    AA- (sf)      14.596

  D-Dfrd    BBB (sf)       7.961

  E-Dfrd    BB+ (sf)       2.653

  X-Dfrd    B (sf)         3.980

  Z1        NR             9.291

  Z2        NR             7.431

  R         NR               N/A

*S&P's ratings address timely receipt of interest and ultimate
repayment of principal on the class A notes, the timely receipt of
interest when they become most senior outstanding and ultimate
repayment of principal on the class B-Dfrd notes, and the ultimate
payment of interest and principal on all the other rated notes.
outstanding.
NR--Not rated.
N/A--Not applicable.


VOYA EURO VI: Fitch Assigns 'B-sf' Final Rating on Class F Notes
----------------------------------------------------------------
Fitch Ratings has assigned Voya Euro CLO VI DAC final ratings, as
detailed below.

   Entity/Debt             Rating        
   -----------             ------        
Voya Euro CLO
VI DAC

   A XS2505331368      LT AAAsf  New Rating

   B XS2505331525      LT AAsf   New Rating

   C XS2505332093      LT Asf    New Rating

   D XS2505332259      LT BBB-sf New Rating

   E XS2505332416      LT BB-sf  New Rating

   F XS2505332689      LT B-sf   New Rating

   Subordinated Notes
   XS2505332929        LT NRsf   New Rating

TRANSACTION SUMMARY

Voya Euro CLO VI DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans, first-lien, last-out loans and
high-yield bonds. The portfolio is actively managed by Voya
Alternative Asset Mangament LLC. The transaction has a two-year
reinvestment period and a seven-year weighted average life (WAL)
test.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors in the 'B'/'B-' category. The
Fitch weighted average rating factor (WARF) of the identified
portfolio is 24.59.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 63.61%.

Diversified Portfolio (Positive): The transaction includes one
Fitch matrix, which is effective at closing, corresponding to a
top-10 obligor concentration limit at 21%, fixed-rate asset limit
at 10% and a seven-year WAL test.

The transaction also includes various concentration limits,
including the maximum exposure to the three-largest Fitch-defined
industries in the portfolio at 40%. These covenants ensure that the
asset portfolio will not be exposed to excessive concentration.

Portfolio Management (Neutral): The transaction has a two-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.

Cash Flow Modelling (Neutral): The WAL used for the transaction
stressed portfolio and matrix analysis is 12 months less than the
WAL covenant at the issue date. This reduction to the risk horizon
accounts for the strict reinvestment conditions envisaged by the
transaction after its reinvestment period. These include, among
others, passing the coverage tests, Fitch WARF and Fitch 'CCC'
tests, together with a progressively decreasing WAL covenant. In
the agency's opinion, these conditions reduce the effective risk
horizon of the portfolio during stress periods.

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the identified portfolio would have no impact on the class A and D
notes, lead to downgrades of one notch for the class B, C and E
notes, and a downgrade to below 'B-sf' for the class F notes.

Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio the
class B, D, E and F notes each show a rating cushion of two notches
while the class C notes show a rating cushion of one notch.

Should the cushion between the identified portfolio and the stress
portfolio be eroded either due to manager trading or negative
portfolio credit migration, a 25% increase of the mean RDR across
all ratings and a 25% decrease of the RRR across all ratings of the
stressed portfolio would lead to downgrades of four notches for the
class A and B notes, three notches for the class C and D notes and
to below 'B-sf' for the class E and F notes.

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

A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of Fitch's stress portfolio
would lead to upgrades of up to four notches for the notes, except
for the 'AAAsf' rated notes, which are at the highest level on
Fitch's scale and cannot be upgraded further.

During the reinvestment period, based on Fitch's stress portfolio,
upgrades may occur on better-than-expected portfolio credit quality
and a shorter remaining WAL test, leading to the ability of the
notes to withstand larger than expected losses for the remaining
life of the transaction.

After the end of the reinvestment period, upgrades may occur in
case of stable portfolio credit quality and deleveraging, leading
to higher credit enhancement and excess spread available to cover
for losses on the remaining portfolio.

DATA ADEQUACY

The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk presenting entities.

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.

VOYA EURO VI: S&P Assigns B- (sf) Rating on EUR9MM Class F Notes
----------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Voya Euro CLO VI
DAC's class A to F notes. The issuer also issued unrated
subordinated notes.

This is a European cash flow CLO transaction, securitizing a
portfolio of primarily senior secured leveraged loans and bonds.
The transaction is managed by Voya Alternative Asset Management
LLC.

The ratings assigned to the notes reflect S&P's assessment of:

-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.

-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.

-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.

-- The transaction's legal structure, which is bankruptcy remote.

-- The transaction's counterparty risks, which are in line with
our counterparty rating framework.

-- Under the transaction documents, the rated notes will pay
quarterly interest unless there is a frequency switch event.
Following this, the notes will permanently switch to semiannual
payment.

-- The portfolio's reinvestment period will end approximately two
years after closing, and the portfolio's maximum average maturity
date is 14 years after closing.

  Portfolio Benchmarks
                                                         CURRENT

  S&P Global Ratings weighted-average rating factor     2,843.38

  Default rate dispersion                                 397.75

  Weighted-average life (years)                             4.56

  Obligor diversity measure                               147.09

  Industry diversity measure                               21.56

  Regional diversity measure                                1.19


  Transaction Key Metrics
                                                         CURRENT

  Total par amount (mil. EUR)                                300

  Defaulted assets (mil. EUR)                                  0

  Number of performing obligors                              161

  Portfolio weighted-average rating
   derived from its CDO evaluator                              B

  'CCC' category rated assets (%)                           1.25

  'AAA' covenanted weighted-average recovery (%)           36.15

  Covenanted weighted-average spread (%)                    3.90

  Covenanted weighted-average coupon (%)                    4.25


S&P said, "The portfolio is well-diversified, primarily comprising
broadly syndicated speculative-grade senior secured term loans and
senior secured bonds. Therefore, we have conducted our credit and
cash flow analysis by applying our criteria for corporate cash flow
CDOs. As such, we have not applied any additional scenario and
sensitivity analysis when assigning ratings to any classes of notes
in this transaction.

"In our cash flow analysis, we used the EUR300 million target par
amount, the covenanted weighted-average spread (3.90%), and the
covenanted weighted-average recovery rates as indicated by the
collateral manager. We applied various cash flow stress scenarios,
using four different default patterns, in conjunction with
different interest rate stress scenarios for each liability rating
category.

"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.

"Following the application of our structured finance sovereign risk
criteria, we consider the transaction's exposure to country risk to
be limited at the assigned ratings, as the exposure to individual
sovereigns does not exceed the diversification thresholds outlined
in our criteria.

"We consider the transaction's legal structure to be bankruptcy
remote, in line with our legal criteria.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B, C, D, and E notes could
withstand stresses commensurate with higher ratings than those
assigned. However, as the CLO will be in its reinvestment phase
starting from closing, during which the transaction's credit risk
profile could deteriorate, we have capped our ratings assigned to
these classes of notes. The class A notes can withstand stresses
commensurate with the assigned rating.

"In our view, the portfolio is granular in nature, and
well-diversified across obligors, industries, and asset
characteristics when compared with other CLO transactions we have
rated recently. As such, we have not applied any additional
scenario and sensitivity analysis when assigning our ratings to any
classes of notes in this transaction.

"For the class F notes, our credit and cash flow analysis indicates
that the available credit enhancement could withstand stresses
commensurate with a lower rating. However, we have applied our
'CCC' rating criteria, resulting in a 'B- (sf)' rating on this
class of notes."

The ratings uplift for the class F notes reflects several key
factors, including:

-- The class F notes' available credit enhancement, which is in
the same range as that of other CLOs S&P has rated and that has
recently been issued in Europe.

-- The portfolio's average credit quality, which is similar to
other recent CLOs.

-- S&P's model generated break-even default rate at the 'B-'
rating level of 22.78% (for a portfolio with a weighted-average
life of 4.56 years), versus if it was to consider a long-term
sustainable default rate of 3.1% for 4.56 years, which would result
in a target default rate of 14.14%.

-- S&P does not believe that there is a one-in-two chance of this
note defaulting.

-- S&P does not envision this tranche defaulting in the next 12-18
months.

-- Following this analysis, S&P considers that the available
credit enhancement for the class F notes is commensurate with the
assigned 'B- (sf)' rating.

-- Until the end of the reinvestment period in April 2025, the
collateral manager may substitute assets in the portfolio for so
long as S&P's CDO Monitor test is maintained or improved in
relation to the initial ratings on the notes. This test looks at
the total amount of losses that the transaction can sustain as
established by the initial cash flows for each rating, and compares
that with the default potential of the current portfolio plus par
losses to date. As a result, until the end of the reinvestment
period, the collateral manager may, through trading, deteriorate
the transaction's current risk profile, as long as the initial
ratings are maintained.

-- Following S&P's analysis of the credit, cash flow,
counterparty, operational, and legal risks, it believes that its
assigned ratings are commensurate with the available credit
enhancement for the class A, B, C, D, E, and F notes.

-- In addition to our standard analysis, S&P has also included the
sensitivity of the ratings on the class A to E notes to four
hypothetical scenarios.

Environmental, social, and governance (ESG) factors

S&P regards the exposure to ESG credit factors in the transaction
as being broadly in line with our benchmark for the sector.
Primarily due to the diversity of the assets within CLOs, the
exposure to environmental credit factors is viewed as below
average, social credit factors are below average, and governance
credit factors are average. For this transaction, the documents
prohibit assets from being related to certain activities and
industries, including but not limited to:

-- Any revenue derived from activities that are in violation of
the UN Global Compact's Ten Principles, weapons production/sales,
trade in endangered wildlife, palm-oil production/trade, or payday
lending.

-- More than 1% of revenues from oil sands extraction/sales or the
extraction of fossil fuels from unconventional sources (e.g. arctic
drilling).

-- More than 5% of revenue from tobacco and tobacco products.

-- More than 10% of revenue from the trade in highly hazardous
chemicals, ozone-depleting substances, or the mining and extraction
of tar sands.

-- More than 15% of revenue from prostitution or pornography
related activities.

-- More than 20% of revenue from the operation of private prisons,
and crude bitumen mining/production.

-- More than 25% of revenue from the trade in speculative
transactions of soft commodities (such as wheat, rice, meat, soy,
sugar, dairy, fish, and corn), provided that transactions from
companies for which the main business is the production and/or
trading of these commodities are not considered as speculative.

-- More than 30% of revenue from the trade of opioids.

Accordingly, since the exclusion of assets from these industries
does not result in material differences between the transaction and
our ESG benchmark for the sector, no specific adjustments have been
made in our rating analysis to account for any ESG-related risks or
opportunities.

Environmental, social, and governance (ESG) corporate credit
indicators

S&P said, "The influence of ESG factors in our credit rating
analysis of European CLOs primarily depends on the influence of ESG
factors in our analysis of the underlying corporate obligors. To
provide additional disclosure and transparency of the influence of
ESG factors for the CLO asset portfolio in aggregate, we've
calculated the weighted-average and distributions of our ESG credit
indicators for the underlying obligors. We regard this
transaction's exposure as being broadly in line with our benchmark
for the sector, with the environmental and social credit indicators
concentrated primarily in category 2 (neutral) and the governance
credit indicators concentrated in category 3 (moderately
negative)."

  Corporate ESG Credit Indicators

                                 ENVIRONMENTAL  SOCIAL  GOVERNANCE

  Weighted-average credit indicator*     2.07    2.12    2.95

  E-1/S-1/G-1 distribution (%)           0.00    0.33    0.00

  E-2/S-2/G-2 distribution (%)          82.34   79.14   10.75

  E-3/S-3/G-3 distribution (%)           6.33    7.63   74.77

  E-4/S-4/G-4 distribution (%)           0.00    1.57    0.33

  E-5/S-5/G-5 distribution (%)           0.00    0.00    2.82

  Unmatched obligor (%)                  9.25    9.25    9.25

  Unidentified asset (%)                 2.08    2.08    2.08

  *Only includes matched obligor.

  Ratings Assigned

  CLASS     RATING*    AMOUNT     SUB (%)    INTEREST RATE§
                     (MIL. EUR)

  A         AAA (sf)    186.00    38.00    Three/six-month EURIBOR

                                           plus 1.75%

  B         AA (sf)      30.80    27.73    Three/six-month EURIBOR

                                           plus 3.00%

  C         A (sf)       17.20    22.00    Three/six-month EURIBOR

                                           plus 3.90%

  D         BBB- (sf)    18.00    16.00    Three/six-month EURIBOR

                                           plus 5.85%

  E         BB- (sf)     13.50    11.50    Three/six-month EURIBOR

                                           plus 7.20%

  F         B- (sf)       9.00     8.50    Three/six-month EURIBOR

                                           plus 9.56%

  Sub notes NR           23.70      N/A    N/A

*The ratings assigned to the class A and B notes address timely
interest and ultimate principal payments. The ratings assigned to
the class C, D, E, and F notes address ultimate interest and
principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.

NR--Not rated.
N/A--Not applicable.
EURIBOR--Euro Interbank Offered Rate.




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

SAMSONITE INTERNATIONAL: S&P Upgrades ICR to 'BB', Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on
Luxembourg–based Samsonite International S.A. to 'BB' from 'BB-'.
S&P also raised its issue-level rating on its senior secured debt
to 'BB+' from 'BB' and its rating on its senior unsecured debt to
'BB' from 'BB-'.

S&P said, "The stable outlook reflects our expectation that
Samsonite will maintain S&P Global Ratings-adjusted EBITDA margin
near current levels while expanding revenue, which will decrease
S&P Global Ratings lease-adjusted leverage below 3x in 2023 and
2024 from 3x in 2022.

"The upgrade reflects our expectation that increasing demand for
travel will drive continued sales momentum and deleveraging this
year. Samsonite reported net sales growth of 52% in fiscal 2022 on
a constant currency basis relative to 2021, along with good profit
generation owing to its expense-reduction initiatives. The sales
growth relative to the prior year reflects rebounding global demand
for leisure travel.

"Still, sales remained 10% below prepandemic levels on a constant
currency basis (excluding Russia and Speck), partially due to
restrictions during the year in some parts of the world, primarily
in China, that we believe stifled demand for travel-related
merchandise. These restrictions have since been lifted, and we
anticipate pent-up travel demand in China will drive sales growth
towards pre-pandemic levels because China is one of Samsonite's
largest markets, accounting for approximately 8% of consolidated
net sales prepandemic.

"Samsonite will benefit as pandemic-related restrictions ease
globally and corporate travel resumes. Meanwhile, we expect the
company's inventory investments from 2022 will allow it to cater to
the increased demand levels expected in 2023. We anticipate
sustained revenue growth and improved profitability, culminating in
S&P Global Ratings-adjusted leverage in the high-2x area over the
next two years. This also reflects the decreasing volatility in
cash flows that we expect over the forecast period as travel
normalizes.

"We expect the ongoing recovery of global air travel trends will
offset potential slowing demand amid macroeconomic uncertainty. S&P
Global Ratings believes there is a 63% chance of a technical
recession in the U.S. over the next 12 months. This increasing risk
of recession and persistent inflation could impair consumer
spending and limit Samsonite's revenue growth. However, in our
view, pent-up demand for leisure travel globally will likely
persist over the next 12-18 months and support ongoing sales
recovery toward prepandemic levels.

"Through February of 2023, the company's regional sales exceeded
2019 levels (excluding Speck) on a constant currency basis, by 3.1%
in North America and by 12.0% in Asia. We believe this reflects an
early indication of the expected improvements in top-line
performance as travel restrictions continue to ease, especially in
Asia. We note that unit volumes continue to lag 2019 levels,
indicating potential upside as demand continues to recover."

Samsonite's products are discretionary in nature, and there is risk
that weaker consumer spending could hurt financial performance.
However, Samsonite's diverse portfolio of brands, including
value-oriented brands such as American Tourister, may offset the
risk by appealing to price-sensitive customers even in an economic
downturn.

Samsonite executed on cost cutting initiatives that increased
margins, improved credit measures, and strengthened cash flow
generation. The company's aggressive measures to address its
fixed-cost structure during the pandemic included headcount
reductions, store closures, and corporate spending cutbacks. These
measures reduced fixed selling, general, and administrative (SG&A)
expenses approximately $300 million relative to 2019. These actions
also allowed the company to generate S&P Global Ratings-adjusted
EBITDA margin of 21.2% in 2022 (compared with 19.1% in 2019). S&P
believes management will remain focused on expense management while
the company benefits from abating freight and supply chain costs,
allowing Samsonite to sustain S&P Global Ratings-adjusted EBITDA
margin in the low-20% area over the next two years.

The stable outlook reflects S&P's expectation that Samsonite will
maintain S&P Global Ratings-adjusted leverage in the mid- to
high-2x area as it benefits from ongoing recovery in global travel
trends. While macroeconomic uncertainty presents a threat to our
forecast, we think management will likely take action to maintain
leverage near its 2x target.

S&P could lower the rating if it expects leverage of 3x or more on
a sustained basis. This could occur if:

-- A worsening macroeconomic environment or operational misstep
significantly weakens performance compared with our base case; or

-- Management pursues a more aggressive financial policy with
greater appetite for leverage or shareholder returns.

S&P could raise the rating if:

-- S&P Global Ratings-adjusted leverage declines below 2x on a
sustained basis, perhaps due to improving operating performance or
further debt pay downs; and

-- S&P believes it can operate with stable credit metrics through
challenging economic cycles.

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


SK MOHAWK HOLDINGS: S&P Downgrades ICR to 'CCC+', Outlook Negative
------------------------------------------------------------------
S&P Global Ratings lowered our issuer credit rating on SK Mohawk
Holdings S.a.r.l.'s (does business as SI Group) to 'CCC+' from
'B-'. As a result, S&P has lowered its issue-level ratings senior
secured credit facilities to 'CCC+' and the issue-level ratings on
the unsecured notes to 'CCC'. The recovery ratings remain '3' and
'5', respectively.

The negative outlook on SI Group reflects S&P's expectation that
the company's credit metrics and liquidity could remain pressured
over the next 12 months. S&P's outlook also incorporates its
sizeable debt maturity coming due in late 2025.

Following a weaker-than-expected 2022, S&P expects 2023 earnings,
profitability, and cash flows to be below our previous
expectations.

Following significantly weak cash flow generation through the first
six months of 2022, the company has seen positive cash flows for
the second half of 2022 and into Q1 2023 as it has focused on cash
management. However, as the result of a weakened macroeconomic
backdrop in the second half of 2022, SI Group's margins were
pressured by inflation in raw materials, logistics, and energy
costs, some of which was recovered. These factors, combined with
inventory destocking from their customers, put pressure on
profitability and led to negative free cash flow generation for the
full year 2022. As a result, S&P expects the company to
significantly reduce capital spending in 2023 and improve working
capital management to focus on cash flow generation. However, due
to decreased demand, macroeconomic uncertainty, and increased
interest expense, S&P still forecasts high debt leverage and
negative free cash flow for the full year 2023. The
weaker-than-expected earnings and higher interest expense has also
depressed the company's EBITDA interest coverage ratio.The
company's revolving credit facility has a springing 7.1x total
first-lien net leverage ratio covenant, which springs when revolver
usage at the end of a quarter exceeds 35% of total revolving
commitments (commitments of $272 million; springs when borrowings
exceed $95.4 million). As of Dec. 31, 2022, the covenant didn't
spring and SI Group was in compliance. However, this covenant and
headroom could become very tight with any stress in 2023, and the
company could breach it if it were to spring.

In S&P's base-case forecast, it now expects debt to EBITDA will
remain above 8.0x in 2023. Given the challenging macroeconomic
environment cash flows and metrics will remain strained throughout
the full year 2023. Throughout the first half of 2022, SI Group
generated negative free cash flow, which we expect to continue for
the full year 2023 due to increased borrowing costs, leading to
limited prospects for deleveraging through a reduction in debt.
Continued negative free cash flows combined with
slower-than-expected demand could lead to weaker liquidity than S&P
forecasts. SI Group's weakened earnings, slowed demand have led to
negative free cash flow expectations for full year 2023 and
unsustainable leverage metrics..

S&P said, "While we expect SI Group to remain focused on cash
management and liquidity, its negative FOCF has pressured its
liquidity position in 2023. The company's weaker-than-expected FOCF
led it to rely on its revolver throughout 2022, which was
approximately $45 million drawn on Dec. 31, 2022, down from an $87
million draw at the end of the second quarter 2022. SI Group has
since moderately improved its liquidity position by securing a $100
million three-year accounts receivable (AR) securitization facility
in December 2022 and reduced its revolver borrowings. The company
has since borrowed against its AR facility, repaid some of its
revolver borrowings, and made a mandatory pre-payment to the term
loan (anything drawn above $50 million on this facility must be
used to repay the term loan). However, given the challenging
operating environment, along with rising interest rates, we still
forecast it will generate negative FOCF for the full year 2023
(albeit with an improvement relative to 2022 as working capital and
capital expenditure requirements moderate)."

SI Group benefits from longstanding customer relationships in
diverse end markets. The company has strong geographic
diversification, with nearly half of its sales generated
internationally (split between EMEA and Asia-Pacific). Many of the
company's performance additives products are critical to its
customers' products and only make up a small portion of their raw
material spending, leading to customer loyalty. Nevertheless, the
geographic exposure to U.S and Europe could continue to pressure
profitability. Offsetting the business strengths are the company's
moderate customer concentration, relatively limited overall market
share in the combined additives, intermediates, and health and
wellness addressable markets, and exposure to volatile key raw
materials phenol and isobutylene, which account for about 40% of
the combined company's raw material spending. SI Group has multiple
suppliers for these key raw materials, but unexpected swings in
pricing could pressure profitability.

S&P said, "The negative outlook on SI Group reflects our
expectations that a challenging macroeconomic backdrop will lead to
weaker earnings than we previously forecasted and credit measures
that we view as unsustainable. We project SI Group's S&P Global
Ratings'-adjusted weighted-average debt to EBITDA will be above
8.0x for the next couple of years. We expect the company will see
pressure in EBITDA and EBITDA margins below historical levels as
the result of higher material costs and slowing demand. While our
base case assumes the company will remain in compliance with
covenants in 2023, the modest cushion under the springing covenant
could deteriorate further if free cash flow generation is worse
than we expect."

S&P could take a negative rating action on SI Group if EBITDA
deteriorates throughout 2023, driven by:

-- Weaker demand across key end markets because of a prolonged
slowdown in the global economic recovery or if cash flow remains
negative throughout 2023 straining liquidity.

-- A weakening global macroeconomic recovery beyond our
expectations, leading to S&P Global Ratings'-adjusted
weighted-average debt to EBITDA approaching 10x. This could occur
if revenue and margins decline 200 basis points from S&P's base
case. In addition, we could lower the rating if the company's
liquidity declines such that free cash flow remains negative and
liquidity sources fall below 1.0x uses. Given the company's
liquidity position, it does not view this scenario as likely over
the next 12 months.

-- If the company buys back debt at distressed values in a way S&P
views as a distressed exchange.

-- If the company trips its springing first-lien net leverage
covenant.

S&P said, "We could take a positive rating action on SI Group over
the next 12 months if the company shows quarter-over-quarter
earnings improvement globally through its key end markets and
segments, leading to a better cash flow and liquidity profile. We
believe S&P Global Ratings'-adjusted debt to EBITDA would need to
be sustained in the 6.5x to 7.5x range on a weighted-average basis,
which would occur with a 400-basis-point improvement in margins
from our base case. Before considering an upgrade, we would need to
believe these credit metrics are sustainable, even after
considering the company's growth initiatives. We would also expect
the company will be able to refinance its October 2025 maturity
before it becomes current in October 2024."

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

S&P said, "Governance is a moderately negative consideration in our
credit rating analysis on SI Group, as is the case for most rated
entities owned by private-equity sponsors. 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, typically
with finite holding periods and a focus on maximizing shareholder
returns."




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

GLOBAL UNIVERSITY: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has affirmed Global University Systems Holding B.V.'s
(GUSH) Long-Term Issuer Default Rating at 'B' with a Stable Outlook
and senior secured rating at 'B+' with a Recovery Rating of 'RR3'.
Fitch has also affirmed Markermeer Finance B.V.'s multi-tranche
EUR1 billion senior secured term loan B (TLB), guaranteed by GUSH,
at 'B+' with a 'RR3' Recovery Rating.

The affirmation reflects GUSH's continuing high EBITDAR leverage
for the rating (projected at 6.4x for the financial year to end-May
2023; FY23), albeit lower on a net debt basis (4.8x). The rating
also reflects its view of moderate execution risks as well as
potential cash outlays related to management's ambitious growth
strategy. The strategy involves a significant increase in its
student population across existing institutions and its recruitment
& retention platform and the offering of more online content, while
utilising existing campus facilities, but does not rule out
acquisitions.

The rating is supported by GUSH's strong diversification across
under- and post-graduate university/higher education courses,
different disciplines and geographies, and an operating platform
that has swiftly adapted to online tuition. The group also has high
financial flexibility with an end-December 2022 cash balance of
around GBP507million, no debt maturities until 2026-2027 and strong
free cash flow (FCF) capacity.

KEY RATING DRIVERS

Recurring, Diverse Income Streams: GUSH benefits from a varied
income stream stemming from its geographically diverse, single- or
multi-year courses offering, spanning vocational and professional
tuition. Some courses are for two or more years, resulting in some
inelasticity of its revenue profile. Recurring diverse revenue,
combined with low capex requirements, are positive for FCF
generation. However, higher interest costs, along with potential
dividend payouts, could reduce FCF generation over the rating
horizon.

Varied Profitability at Portfolio Level: Fitch expects profits at
the company's well-established entities in the UK and Canada
(University of Law (ULaw), University Canada West, and Arden
University - together accounting for approximately 75% of EBITDA)
to remain solid over the rating horizon, as well as the more
recently acquired India unit, which has recovered well from the
pandemic impact. Fitch expects R3 and the German entities, which
are slowly recovering from the pandemic, to gradually improve
margins in FY23 and the medium term. Overall, Fitch believes that
group profitability remains healthy.

Canada Leading Group Growth: Fitch expects average revenue growth
of 9.5% per year between FY23 and FY25, driven by solid enrolment
growth and fee increases. Canada (approximately one-third of FY22
EBITDA) is leading enrolment growth in FY23 and is likely to
maintain momentum, driven by the significant inflow of
international students as travel and visa rules have eased.

Fitch anticipates revenue from recruitment services, with fewer
overseas students recruited for the US, to stay well below
pre-pandemic levels over the rating horizon. Fitch believes the
overall forecast remains solid and that GUSH continues to benefit
from the uncorrelated performance of its portfolio institutions.

Strong Profitability Despite Cost Pressures: Fitch projects group
EBITDA margin will remain strong in the medium term, improving to
around 26% (FY22: 24.6%), based on higher student volumes and
incremental growth in student fees. FY22's EBITDA margin was
affected by higher marketing costs at R3 to address rising
competitive pressures, and higher investments at ULaw for upgrading
IT systems and launching a new curriculum for the recently
introduced solicitor's qualifying exam. Overall, Fitch believes
that cost inflation, particularly around staff wages, is adequately
managed through fee increases.

Moderate Execution Risks: Management plans to rapidly ramp-up
student enrolment, offering more online courses and tapping its
international recruitment & retention platform. Increasing volumes
within existing campus infrastructure and online experiences can
dilute the student experience and teaching standards, which Fitch
believes may risk diminishing GUSH's institutions' reputation for
quality. The dependence on overseas students could also make
business volumes vulnerable to governments' immigration stance.

Quality Crucial to Student Retention: The company's reputation
previously suffered at St. Patrick's College in London, an
institution attended by students in need for government approved
loans, where GUSH failed to maintain the necessary standards making
it eligible for accreditations with regulatory bodies, in this case
the Office for Students in the UK.

Leverage Profile Constrains Rating: To narrow the difference
between gross and net debt metrics, Fitch modelled the repayment of
GUSH's drawn GBP107 million revolving credit facility (RCF), with
half repaid in FY23 and half in FY24. Under this assumption, EBIDAR
leverage falls to 6.4x (EBITDAR net leverage: 4.8x) in FY23 and
5.6x (net 4.3x) in FY24. GUSH's working capital position is
inherently negative, which creates cash inflows during growth
periods of increased turnover. GUSH still has strong de-leveraging
capacity due to its positive underlying FCF from business
operations.

Continued Acquisition Appetite: Fitch's projections assume that the
majority of the company's average GBP40 million-GBP50 million
annual FCF is diverted to acquisitions. Cash could also be used for
new campus development in Canada, expanding capacity for this high
growth asset. This would increase profitability, as Fitch assumes
that GUSH would apply its content and student growth template. The
acquisition of FutureLearn in November 2022 was loss-making at
inception, but Fitch expects GUSH to turn the business around to
at-least breakeven profitability by May 2024.

Criteria Variation: Fitch's Corporate Rating Criteria guides using
the income statement rent charge (depreciation of leased assets
plus interest on leased liabilities) as the basis of its
rent-multiple adjustment (capitalising to create a debt-equivalent)
in Fitch's lease-adjusted ratios. However, GUSH's accounting rent
(GBP42.5 million) in its FY22 income statement is significantly
higher than the equivalent cash flow rent paid (GBP35.4 million),
so Fitch has applied an 8x debt multiple to 12 months equivalent
annual cash rent when calculating the group's lease-adjusted debt.

There are various reasons for the difference in accounting rent
versus cash paid rent. GUSH has long-dated real estate leases,
which result in higher non-cash, straight-lined, "depreciation"
within accounting rent. In other Fitch-rated leveraged finance
portfolio examples, the difference between accounting and cash
rents is not significant enough to justify this switch to
capitalise cash rents.

DERIVATION SUMMARY

Compared with Fitch's credit opinions on private education
providers at the lower end of the 'B' rating category, GUSH
benefits from more diversified income by geography and by type of
higher education (business, accounting, law, medical, arts,
languages, industrial, under- and post-graduate) as well as format
(traditional campus or online learning options). GUSH has a better
rationale for building up an education group, supported by its
recruitment & retention unit (a significant cost for other higher
education groups seeking overseas students) and exhibits greater
content sharing between some course modules. GUSH was using and
developing online course platforms (through Arden) before the
pandemic necessitated it.

GUSH has wider breadth than the K-12 schools of Lernen Bidco
Limited (Cognita: B-/Stable) and GEMS Menasa (Cayman) Limited
(B/Stable). However, GUSH offers shorter typically three to four
year courses (longer for part-time) whereas retention will be
higher for primary through secondary schools. As GUSH has grown it
has increased its mix of reliance on international students:
recruiting for third-party US universities and its own Canada
operations versus predominantly local intake for its India, UK and
Asia locations.

GEMS and Cognita have capacity to fill, partly due to the pandemic
but primarily because of new-builds taking time to establish and
fill up. Cognita's management states that none of its acquisitions
have been loss-making when bought. GUSH only recently started to
undertake greenfield developments and has a history of buying some
unprofitable institutions, which for various reasons, have taken
time to improve often through increased enrolment and product
repositioning. Cognita and GEMS tend to conduct digestible-sized
bolt-on acquisitions, whereas some GUSH acquisitions have been
sizeable (recently India, Caribbean, expansion in Canada). All
three rated entities are individual (Cognita: Joseph foundation)
and part-private equity owned.

Compared with the twice as large but Dubai-concentrated GEMS, GUSH
has EBITDAR leverage projected at 6.4x (net 4.8x) for FY23,
compared with GEMS at 5.7x (net: 5.1x). GUSH and GEMS have similar
group EBITDA margins of around 25%.

KEY ASSUMPTIONS

- Up to 10% annual student volume growth at Arden and Canada; low
single digit growth at R3, uLaw and India; alongside mid-single
digit annual fee increases

- For St Patrick's and the recruitment & retention division, Fitch
has conservatively assumed that the recruitment & retention
activity and associated profitability remain well below
pre-pandemic levels and that St Patrick's will remain in managed
decline mode.

- Divisional EBITDA margins approach above 35% for stronger
divisions, lower for R3 and Germany which Fitch believes remain in
turnaround mode. As a group, without the recruitment & retention
division returning to pre-pandemic volumes, Fitch projects the
group's EBITDA margin at around 26%.

- GBP50 million acquisition spending per year at an average 8x
EBITDA multiple and 20% EBITDA margin

- Annual capex projected at around 3.5% of revenues

- GBP200million shareholder distribution over the rating horizon

Recovery Assumptions

Its recovery analysis assumes that GUSH would be reorganised as a
going-concern (GC) in bankruptcy rather than liquidated given that
the value of the business lies in the strength of its institutions
and recruiting operating platform. Fitch-estimated GC value amounts
to GBP679 million.

Referencing the projected FY23 Fitch-adjusted EBITDA of GBP160
million, Fitch derives a GC EBITDA at GBP113 million, a level at
which the group would be generating neutral-to-marginally positive
FCF but likely result in an unsustainable capital structure. An
enterprise value (EV)/EBITDA multiple of 6x remains in line with
peers and reflects the business's portfolio diversification,
healthy cash-generation capabilities and strong brands.

After deducting 10% for administrative claims, its waterfall
analysis generated a ranked recovery in the 'RR3' band, indicating
a 'B+' senior secured rating for the TLB, which ranks pari passu
with the GBP120 million RCF and which Fitch assumed fully-drawn.
This results in a waterfall generated recovery computation output
percentage of 59% based on current metrics and assumptions.

RATING SENSITIVITIES

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

- Maintaining a strong reputational profile and a 30% group EBITDA
(after leases; comparable with 20% FFO) margin with a positive cash
flow contribution from recruitment & retention, due to successful
integration of acquisitions with lower profit margins.

- Lease-adjusted gross debt/EBITDAR below 5.0x, or FFO
lease-adjusted gross leverage below 6.0x on a sustained basis.
Fitch expects to see a convergence between gross debt and net debt
leverage ratios, reflecting greater clarity on capital allocation.

- EBITDAR/interest plus rents above 4.0x, or FFO fixed charge
coverage above 3.0x on a sustained basis.

- Sustained positive FCF after acquisitions.

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

- Evidence of weakening reputational profile and/or more aggressive
debt-funded acquisitions, which leads to lease-adjusted gross
debt/EBITDAR above 6.5x or FFO lease-adjusted gross leverage above
7.5x on a sustained basis.

- EBITDAR/interest plus rents below 3.0x, or FFO fixed charge
coverage below 2.0x on a sustained basis.

- EBITDA margin below 20% or FFO margin below 10%.

- FCF margin falling to low single-digits.

LIQUIDITY AND DEBT STRUCTURE

Significant Liquidity; Long-Dated Maturities: GUSH has strong
liquidity, which includes over GBP500 million cash on balance sheet
as of December 2022. GBP107 million of the group's GBP120 million
RCF was drawn at end-December 2022. The balance of the drawn RCF
reduced to GBP65million in April 2023.

Fitch expects the group to repay its RCF drawings over FY23-FY24
and project that cash balances will average around GBP300 million
over the rating horizon. Debt maturities are long-dated with the
group's EUR1 billion TLB due in January 2027 (RCF: July 2026).

ISSUER PROFILE

GUSH is a global, for-profit, privately owned, under- and
post-graduate university and higher education group.

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
   -----------            ------        --------    -----
Markermeer
Finance B.V.

   senior secured   LT     B+ Affirmed     RR3        B+

Global University
Systems Holding
B.V.                LT IDR B  Affirmed                B

   senior secured   LT     B+ Affirmed     RR3        B+



=============
R O M A N I A
=============

BANCA TRANSILVANIA: Fitch Rates Sr. Non-Preferred Notes 'BB(EXP)'
-----------------------------------------------------------------
Fitch Ratings has assigned Banca Transilvania S.A.'s (Transilvania;
BB+/Stable/bb+) upcoming senior non-preferred (SNP) issuance a
'BB(EXP)' expected long-term rating.

The assignment of a final rating is contingent on the receipt of
final documents conforming to the information already received.

The bonds are expected to be euro-denominated instruments issued
under the bank's Euro Medium Term Note Programme.

KEY RATING DRIVERS

Transilvania's SNP debt is rated one notch below the bank's
Long-Term Issuer Default Rating (IDR). This is in line with the
baseline notching as per Fitch's Bank Rating Criteria and reflects:
i) no full depositor preference in Romania; ii) its expectation
that the bank's resolution buffer may include senior preferred debt
along SNP and more junior instruments; and iii) its view that that
SNP and more junior instruments will not sustainably exceed 10% of
Transilvania's resolution group risk-weighted assets (RWAs). The
SNP debt rating is one notch below the bank's Long-Term IDR to
reflect the risk of below-average recoveries in a resolution.

Transilvania's fully loaded resolution requirements under minimum
requirement for eligible liabilities (MREL), binding from 1 January
2024, are set at 24.71% of its RWAs (excluding the combined buffer
requirement (CBR), currently at 5% of RWA), with a subordination
requirement set at 21.21% of RWAs. The bank's allowance to use
senior preferred debt and its high levels of CET1 capital mean it
is unlikely in its view that the bank will build up a combined
buffer of SNP and more junior debt that sustainably exceeds 10% of
RWAs.

Transilvania's ratings reflect its strong and well-established
domestic franchise, solid capital position supported by resilient
internal capital generation and healthy funding profile. It also
factors in the bank's reasonable asset quality, underpinned by
conservative underwriting (see 'Fitch Affirms Banca Transilvania at
'BB+'; Outlook Stable' published on 16 December 2022).

At end-2022, Transilvania's common equity Tier 1 (CET1) ratio stood
at 18.4% and total capital ratio at 20.8%, on a consolidated basis.
The bank met its end-2022 interim MREL target (of 18.8% excluding
CBR) with regulatory capital, subordinated debt (no longer Tier 2
eligible) and senior debt. The bank's liability structure is
dominated by customer deposits (around 94% of total funding at
end-2022), of which two-thirds comprised household deposits.

RATING SENSITIVITIES

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

- Downgrade of Transilvania's Long-Term IDR.

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

- Upgrade of Transilvania's Long-Term IDR.

- Change in Transilvania's MREL requirements or funding plans,
particularly if it becomes clear that the bank will not use senior
preferred debt to meet its resolution buffer or if Fitch expected
the bank to build-up and maintain a buffer of SNP and more junior
debt that sustainably exceeded 10% of RWAs.

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        
   -----------             ------        
Banca Transilvania
S.A.

   Senior
   non-preferred       LT BB(EXP)  Expected Rating

DAN STEEL: April 28 Auction Date Set for Steel Mill
---------------------------------------------------
Razvan Timpescu at SeeNews reports that Romanian insolvency
administrator CITR, part of entrepreneurial group Impetum, said
that it will auction, together with local law firm Prime Insolv
Practice, a bankrupt steel mill for a starting price of EUR25.9
million (US$28.5 million) on April 28.

The Dan Steel Group Beclean steel mill is located in the northern
county of Bistrita-Nasaud and has been in bankruptcy proceedings
since the beginning of the year, CITR said in a press release on
April 21, SeeNews relates.

The asset comprises over 40 hectares of land, buildings with a
total usable area of 75,460 sq m, and the related equipment,
SeeNews discloses.

Dan Steel Group Beclean was established in 1991 and manufactured
nails, galvanized wire, braided wire, welded mesh, panels for the
domestic market and the markets of Hungary, Poland, Serbia, the
Czech Republic and Slovakia.  Since 2017, the company sales have
declined and it has accumulated debt of over EUR35 million.

CITR is administering EUR1 billion in assets and distributing
annually over EUR100 million to creditors, SeeNews states.




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

FTA UCI 14: S&P Affirms 'B- (sf)' Rating on Class C Notes
---------------------------------------------------------
S&P Global Ratings raised its credit ratings on Fondo de
Titulizacion de Activos UCI 14's class A notes to 'AA+ (sf)' from
'AA (sf)' and class B notes to 'BB+ (sf)' from 'BB (sf)'. S&P also
affirmed its 'B- (sf)' rating on the class C notes.

The rating actions follow the application of S&P's relevant
criteria, its analysis of the most recent information we received,
and the transaction's current structural features.

S&P said, "Applying our global RMBS criteria decreases our expected
losses due to reduced weighted-average foreclosure frequency (WAFF)
and weighted-average loss severity (WALS) assumptions. Our WAFF
decreased due to lower effective loan-to-value (LTV) ratios, higher
seasoning, and a lower proportion of performing loan agreements.
This is partially offset by increased arrears. Our WALS assumptions
decreased due to the lower current LTV ratio, while we kept the
same haircut on valuations as in previous reviews. Overall credit
enhancement continues to increase.

"There are fewer loans under performing arrangements in the
portfolio since our previous review. The combined figure stressed
in our analysis that reflects for restructured loans that are now
current, loans more than 90 days past due within the last five
years, and loans under performing agreements fell to 16.7% from
24.2%. This is due to UCI changing its restructuring policy to seek
long-term solutions for borrowers foreclosing or novating the
securitized loan multiple times. This increased the transaction's
annual prepayment rate. In our analysis, we increased our
reperforming adjustment to 5.0x from 2.5x as we consider these
loans higher risk. Historically, these restructuring loans have not
appeared successful, because they have been extended multiple times
and thus are not a permanent solution."

  Table 1

  Credit analysis results

  RATING    WAFF (%)    WALS (%)    CREDIT COVERAGE (%)

  AAA       48.92       18.52       9.06

  AA        40.41       14.60       5.90

  A         35.38        8.90       3.15

  BBB       30.70        6.36       1.95

  BB        24.37        4.87       1.19

  B         19.12        3.72       0.71

WAFF--Weighted-average foreclosure frequency.
WALS--Weighted-average loss severity.

UCI 14's class A, B, and C notes' credit enhancement increased to
33.98%, 19.67%, and 3.55% from 28.60%, 16.44%, and 2.76%,
respectively, since our previous review. This is due to the notes'
amortization, which is sequential following the arrears trigger
breach. The transaction's reserve has been fully funded from 2012
onward and currently stands at its target level.

Investor report arrears increased to 9.1% in March 2023 compared
with 4.64% as of March 2021, particularly driven by the increased
90+ days arrears bucket (to 5.81% from 3.35%). Overall
delinquencies are above S&P's Spanish RMBS index.

S&P said, "Our operational, rating above the sovereign,
counterparty, and legal risk analyses remain unchanged since our
previous review. Therefore, the application of our criteria does
not cap our. The collection account replacement framework is not in
line with our counterparty criteria. Therefore, we stressed one
month of commingling risk as a loss.

"We raised to 'AA+ (sf)' from 'AA (sf)' our rating on the class A
notes and to 'BB+ (sf)' from 'BB (sf)' our rating on the class B
notes. Both classes could withstand our cash flow stresses at
higher ratings. However, our revised ratings consider the
macroeconomic environment, the transaction's historical performance
its sensitivity to higher defaults, and the amount of restructured
loans in the portfolio.

"Although credit enhancement increased for the class C notes, they
still fail our cash flow 'B' stresses. However, considering the
available credit enhancement, in a steady state scenario the issuer
would be able to fulfill its payment obligations under the notes.
As such, we believe the payment of ultimate interest and principal
on the class C notes is not dependent upon favorable business,
financial, and economic conditions. Therefore, we affirmed our 'B-
(sf)' rating on the class C notes."


HIPOCAT 10: Fitch Affirms BB+sf Rating on B Notes
-------------------------------------------------
Fitch Ratings has upgraded one tranche of Hipocat 8, FTA, Hipocat
9, FTA and Hipocat 11, FTA and affirmed the others. Fitch has also
affirmed Hipocat 10, FTA.

   Entity/Debt        Rating           Prior
   -----------        ------           -----
Hipocat 11, FTA

   Class A2
   ES0345672010     LT A+sf   Upgrade      Asf

   Class B
   ES0345672036     LT CCsf   Affirmed    CCsf

   Class C
   ES0345672044     LT CCsf   Affirmed    CCsf

   Class D
   ES0345672051     LT Csf    Affirmed     Csf

Hipocat 9, FTA

   Class A2a
   ES0345721015     LT A+sf   Affirmed    A+sf

   Class A2b
   ES0345721023     LT A+sf   Affirmed    A+sf

   Class B
   ES0345721031     LT A+sf   Affirmed    A+sf

   Class C
   ES0345721049     LT A+sf   Affirmed    A+sf

   Class D
   ES0345721056     LT BBB+sf Upgrade    BB+sf

   Class E
   ES0345721064     LT Csf    Affirmed     Csf

Hipocat 8, FTA

   Class A2
   ES0345784013     LT A+sf   Affirmed    A+sf

   Class B
   ES0345784021     LT A+sf   Affirmed    A+sf

   Class C
   ES0345784039     LT A+sf   Affirmed    A+sf

   Class D
   ES0345784047     LT Asf    Upgrade     A-sf

Hipocat 10, FTA

   Class A2
   ES0345671012     LT A+sf   Affirmed    A+sf

   Class B
   ES0345671046     LT BB+sf  Affirmed   BB+sf

   Class C
   ES0345671053     LT CCsf   Affirmed    CCsf

   Class D
   ES0345671061     LT Csf    Affirmed     Csf

TRANSACTION SUMMARY

The transactions comprise mortgages serviced by Banco Bilbao
Vizcaya Argentaria, S.A. (BBB+/Stable/F2).

KEY RATING DRIVERS

Iberian Recovery-Rate Assumptions Updated: In the update of its
European RMBS Rating Criteria amended on 29 March 2023, Fitch
updated its recovery-rate assumptions for Spain to reflect smaller
house price declines and foreclosure sales adjustment, which has
had a positive impact on recovery rates and consequently Fitch's
expected loss in Spanish RMBS transactions. The upgrades of Hipocat
8 and 9's class D notes and Hipocat 11's class A2 notes reflect the
updated criteria.

Payment Interruption Risk: Fitch views the four transactions as
being exposed to payment interruption risk in the event of a
servicer disruption. In scenarios of economic stress, Fitch expects
the available reserve funds (which remain fully depleted for
Hipocat 10 and Hipocat 11 and do not have a sufficiently robust
performance track record for Hipocat 8 and 9) to be insufficient to
cover senior fees, net swap payments and senior notes' interest
during the period needed to implement alternative servicing
arrangements.

The notes' maximum achievable ratings are commensurate with the
'Asf' category, in line with Fitch's Structured Finance and Covered
Bonds Counterparty Rating Criteria.

Structural Features, Counterparty Risk Constraints: The maximum
achievable rating for Hipocat 10 and 11's class B to D notes
remains 'BB+sf', reflecting the non-reversible interest
deferability on the notes, driven by the large volume of gross
cumulative defaults that exceeded the contractually defined
thresholds. Interest payments on these notes will only resume after
full amortisation of the senior notes. This is consistent with the
principles of Fitch's Global Structured Finance Rating Criteria.

Hipocat 8's class D notes are capped at the transaction account
bank (TAB) provider's deposit rating (Societe Generale, S.A.;
A-/Stable/F1; deposit rating A/F1) as the cash reserve fund
represents the notes' only source of credit enhancement (CE). The
rating cap reflects the excessive counterparty dependence on the
TAB holding the cash reserves, in accordance with Fitch's Structure
Finance and Covered Bonds Counterparty Rating Criteria.

Mild Weakening in Asset Performance: The rating actions reflect
Fitch's expectation of a mild deterioration of asset performance,
consistent with weaker macroeconomic conditions linked to
inflationary pressures that negatively affect real household wages
and disposable income, especially for more vulnerable borrowers
like self-employed individuals. The four transactions have low
shares of loans in arrears over 90 days (less than 0.7% as of the
latest reporting dates) and are protected by substantial portfolio
seasoning of more than 17 years.

Nevertheless, rising interest rates may contribute to the downside
performance risk as the majority of the loans within the four deals
are floating-rate mortgages, which are exposed to payment shocks.

CE Trends: The rating actions reflect current and projected CE
ratios on the notes, which Fitch views as strong and able to
mitigate the cash flow stresses commensurate with the corresponding
ratings. Fitch expects CE for Hipocat 8, 10 and 11 to continue
increasing, due to prevailing sequential amortisation of the notes.
CE ratios for Hipocat 9 will start to increase shortly as the
transaction is expected to switch back to fully sequential
amortisation once the pool factor falls below 10% (currently 11%).

The negative CE ratios on Hipocat 10 and 11's class C notes, and
the uncollataralised nature of Hipocat 10 and 11 class D notes, are
reflected in the low sub-investment-grade ratings on the notes.

All the transactions have an Environmental, Social and Governance
(ESG) Relevance Score of 5 for Transaction & Collateral Structure
due to unmitigated payment interruption risk, which has a negative
impact on the credit profile, and is highly relevant to the
ratings, resulting in a change to the rating of at least a
one-notch downgrade.

RATING SENSITIVITIES

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

For Hipocat 8's class D notes, a downgrade of the TAB provider's
deposit rating as the notes' rating is capped at the bank's ratings
due to excessive counterparty risk exposure.

Long-term asset performance deterioration such as increased
delinquencies or larger defaults, which could be driven by changes
to macroeconomic conditions, interest rate increases or borrower
behaviour.

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

For the senior notes of all deals that remain capped at 'A+sf' due
to unmitigated payment interruption risk, improved liquidity
protection against a servicer disruption event could support
upgrades.

For all junior notes, stable to improved asset performance driven
by lower than expected delinquencies and defaults would lead to
increasing CE levels and potential upgrades.

DATA ADEQUACY

Hipocat 10, FTA, Hipocat 11, FTA, Hipocat 8, FTA, Hipocat 9, FTA

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

Fitch did not undertake a review of the information provided about
the underlying asset pool[s] ahead of the transaction's [Hipocat
10, FTA, Hipocat 11, FTA, Hipocat 8, FTA, Hipocat 9, FTA] initial
closing. The subsequent performance of the transaction[s] over the
years is consistent with the agency's expectations given the
operating environment and Fitch is therefore satisfied that the
asset pool information relied upon for its initial rating analysis
was adequately reliable.

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

ESG CONSIDERATIONS

All the transactions have an ESG Relevance Score of 5 for
Transaction & Collateral Structure due to unmitigated payment
interruption risk, which has a negative impact on the credit
profile, and is highly relevant to the ratings, resulting in a
change to the rating of at least one notch downgrade.

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.



=====================
S W I T Z E R L A N D
=====================

GARRETT MOTION: S&P Affirms 'B+' LT Issuer Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B+ long term issuer rating on
Garrett Motion Inc. and its 'B+' issue rating on the company's
secured loans. S&P also assigned a 'B+' issue rating with a '3'
recovery rating to GMI's new proposed $700 million term loan B.

The stable outlook reflects S&P's view that the turbochargers
market will continue to expand modestly, despite the shift to
alternative powertrains, allowing GMI to maintain its leading
market position to support EBITDA margins of above 15% and FOCF of
$250 million-$350 million in 2023-2024.

The proposed redemption and conversion of the preferred shares will
strengthen GMI's financials. After its emergence from chapter 11 in
April 2021, GMI issued preferred shares currently constituting
about 70% of total shares (the rest are common shares). Oaktree and
Centerbridge, the majority owners of the preferred shares, agreed
to automatically convert all preferred shares into common shares,
subject to a payment of about $570 million, corresponding to the
market value of one-half of their preferred shares. GMI is looking
to raise a new $700 million term loan B to finance the redemption
of some of the preferred shares, as well as a $35 million cash
dividend payment to all holders of the preferred shares. The
company expects to complete the transaction by early July 2023. S&P
said, "We estimate the transaction will result in leverage
decreasing to about 3.0x in 2023 from 4.6x in 2022. This is because
we currently classify the preferred shares as debt. Similarly, the
conversion of some of the preferred shares into common equity will
lead to stronger FOCF of about $100 million. This corresponds to
the difference between the 11% dividend payment on the preferred
shares that we will reclassify as cash interest and the estimated
amount of interest on the new $700 million term loan. With this in
mind, we revised our assessment of GMI's financial risk to
aggressive from highly leveraged. Nonetheless, we affirmed our 'B+'
rating on GMI because of the risks surrounding the shareholders'
financial strategy."

S&P said, "We think the company's shareholders could deviate from
the 2.0x net leverage target given their short-term investment
horizon. After completing the envisaged transaction, GMI's capital
structure will be simpler, consisting of common shares and senior
secured term loans. However, we think GMI's shareholders, which
mainly comprise private equity firms, hedge funds, and funds
investing in distressed debt, will likely continue to prioritize
their own interests by focusing on maximizing shareholders returns.
Even though Oaktree and Centerbridge agreed to reduce their board
nomination rights to one director each from three each, the
proposed transaction will not trigger any changes in the
composition of the company's board of directors. At the same time,
the board established a finance committee to review and make
recommendations on the company's capital structure, material
financing and offering transactions, material business
combinations, and the company's investor relations strategies. The
finance committee consists of five members, of which three are from
Oaktree, Centerbridge, and Sessa Capital. We think the finance
committee will likely make recommendations to prioritize
shareholders returns over debt repayment and long-term investments.
The draft documentation for the third amendment of the loan
agreement includes a reset of the general basket for restricted
payments at $350 million. The company intends to use this to
execute the announced $250 million share repurchase program over
time. It also allows annual dividend payment equivalent to 5% of
the company's market capitalization (about $110 million for a
market capitalization of about $2.2 billion). We note GMI announced
a financial policy target of 2.0x net debt to EBITDA, which it
wants to achieve in the medium term. Pro forma the transaction
completion, the group's leverage is currently 2.6x."

The accelerating adoption of battery electric vehicles is a key
risk to GMI's business model in the medium term. The demand for
light vehicles turbochargers will likely peak in 2024-2025, and it
might take time for zero emission related products to drive revenue
growth. With about 70% of its 2022 sales geared toward
turbochargers used in conventional powertrains, GMI is highly
exposed to the auto industry's regulatory-driven transition to
clean mobility. In an effort to develop components and systems for
electric powertrains, the company is allocating 50% of its research
and development spending to new products. GMI also expects to
leverage its existing capabilities in power electronics and
high-speed motors to offer differentiated electric powertrain
solutions. S&P said, "We are aware it will likely take time for GMI
to grow its presence in these new segments. The company only holds
a niche position for these products and mostly competes with larger
companies with stronger investment capabilities and/or financial
flexibility (such as Borgwarner and Bosch). Although, in the short
term, we think rising penetration of turbochargers for internal
combustion engines will somewhat slow the pace of future
contraction in GMI's main end market."

The stable outlook reflects S&P's view that the turbochargers
market will continue to expand in the near term, despite the shift
to alternative powertrains, allowing GMI to maintain its leading
market position to support EBITDA margins of above 15% and FOCF of
$250 million-$350 million in 2023-2024.

S&P said, "We see limited ratings downside in the short term, given
GMI's relatively low leverage and good cash flow generation
prospects in 2023-2024. We could lower the rating if demand for
GMI's products reduces faster than we expect. This would be due to
an acceleration in battery electric vehicle adoption, leading GMI's
EBITDA margin to decline below 15% without demonstrating progress
to offset this through profitable growth from products for
alternative powertrains. We could also lower our rating if the
company's FOCF weakens due to unexpected weaknesses in operating
performance, driving FOCF to debt down toward 5%."

S&P would consider an upgrade following further sustainable
reduction of gross debt, with FOCF generation increasing toward the
company's financial policy target of 2x. This would be backed by a
firm financial policy commitment to maintain credit metrics at
these levels and possibly accompanied by further reduction in
ownership with a focus on short-term financial returns. An upgrade
would also hinge on progress with shifting GMI's product portfolio
and revenue base toward alternative powertrains, substantiated by
meaningful order intake for these products.

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

S&P said, "Environmental factors are a negative consideration in
our credit rating analysis of GMI. As a manufacturer of
turbochargers for diesel and gasoline vehicles, GMI is more exposed
to environmental risk than other auto suppliers, in our view. The
company has developed a product offering for hybrid and fuel cell
technologies, but we think a more rapid increase in the share of
battery electric in the powertrain mix for light vehicles would be
detrimental to its credit quality. Governance factors are a
moderately negative consideration, reflecting that 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, typically with finite holding periods and a focus on
maximizing shareholder returns."




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

TEB FINANSMAN: Fitch Affirms 'B-' Foreign Curr. IDR, Outlook Neg.
-----------------------------------------------------------------
Fitch Ratings has affirmed TEB Finansman A.S.'s (TEB Cetelem)
Long-Term Foreign-Currency Issuer Default Rating (IDR) at 'B-' with
Negative Outlook and National Long Term Rating at 'AA(tur)' with a
Stable Outlook. A full list of rating actions is at the end of this
rating action commentary

KEY RATING DRIVERS

Support-Driven Rating: TEB Cetelem's ratings are equalised with
those of its parent Türk Ekonomi Bankası A.S. (TEB; B-/Negative),
reflecting Fitch's view that TEB Cetelem is a closely integrated
100% subsidiary of TEB. The ratings are underpinned by potential
shareholder support, but capped at 'B-' due to TEB Bank's Long-Term
Foreign-Currency IDR. The Negative Outlook on the Long-Term IDR
mirrors that on the parent. The National Rating and Outlook mirror
that of TEB.

Change in Ownership Structure: TEB Cetelem's ratings were
previously driven by potential support from the controlling
shareholder, BNP Paribas S.A. (BNPP, A+/Stable), the ultimate owner
of TEB and TEB Cetelem. In late 2022, TEB announced that it would
acquire 100% of TEB Cetelem's shares from BNP Paribas Personal
Finance within the scope of an intra-group restructuring. With the
completion of the share transfer in January 2023, Fitch now anchors
TEB Cetelem's ratings on potential support from its new
shareholder, TEB.

High Support Propensity: The cost of support would be limited as
TEB Cetelem is small in comparison with TEB, with total assets
accounting for less than 2% of total group assets. Together with
the other support factors, this means that Fitch believes that
TEB's propensity support to TEB Cetelem remains very high. However,
the ability to support is limited by TEB's creditworthiness as
reflected in its rating.

Highly Integrated: The ratings are equalised with TEB due to high
operational and management integration with the parent. Following
the share transfer, TEB launched a substantial restructuring at TEB
Cetelem by integrating TEB Cetelem into its strategy. TEB members
now account for the majority of TEB Cetelem's board members and
risk-management practices have been aligned with the parent.

Focus on Commercial Loans: In early 2023, TEB Cetelem's retail
business was split and moved into the bank, while TEB Cetelem will
continue focusing on commercial loans. TEB Cetelem's retail
portfolio will gradually wind down as the loans mature. According
to management, around 50% of assets will have moved under TEB by
end-2023, which will lead to a materially smaller and more
concentrated franchise.

National Ratings: The affirmation of TEB's National Rating with a
Stable Outlook reflects its view that the company's
creditworthiness in local currency relative to other Turkish
issuers is unchanged.

RATING SENSITIVITIES

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

TEB Cetelem's Long-Term IDR is sensitive to a downgrade of TEB's
Long-Term IDR or further deterioration in the operating
environment, which, for instance, could be triggered by a sovereign
downgrade.

The rating could be notched down from TEB if TEB Cetelem's
strategic importance was materially reduced, for example, through
reduced operational and management integration or ownership or a
prolonged period of underperformance.

The rating could be notched down from TEB on a material
deterioration in TEB's propensity or ability to support or if TEB
Cetelem becomes materially larger relative to TEB's ability to
provide support.

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

An upgrade of TEB Cetelem's Long-Term IDR is unlikely in the short
term, given the Negative Outlook. However, an upgrade of TEB's
ratings would be reflected on TEB Cetelem's ratings.

The National Rating is sensitive to changes in TEB Cetelem's
Long-Term Local-Currency IDR and changes in the company's
creditworthiness relative to other Turkish issuers.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

TEB Cetelem's ratings are equalised with those of TEB.

ESG CONSIDERATIONS

TEB Cetelem's ESG Relevance Score for Management Strategy has been
revised to '4' from '3', in line with the parents score which
reflects increased regulatory intervention in the Turkish banking
sector. Which hinders the operational execution of the parent
bank's management strategy, constrains management ability to
determine strategy and price risk, and creates an additional
operational burden for the respective parent banks. The alignment
reflects Fitch's view of high integration.

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'/ 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
   -----------                    ------                -----
TEB Finansman
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             AA(tur)Affirmed   AA(tur)
                Shareholder Support b-     Affirmed       b-



=============
U K R A I N E
=============

MHP SE: S&P Raises LT Issuer Credit Rating to 'CC', Outlook Neg.
----------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
Ukraine-based MHP SE to 'CC' from 'SD' (selective default) and its
long-term issue credit ratings on all outstanding notes to 'CC'
from 'D' (default).

The negative outlook indicates that S&P sees elevated risks that
MHP will again default on some or all of its debt instruments over
the next few months.

The upgrade reflects that MHP has successfully negotiated with bank
lenders to extend waivers on principal payments on its roughly $150
million short-term bank borrowings at least until Aug. 31, 2023.
S&P said, "We also understand that some lenders--accounting for
about $75 million in total--had already granted waivers on
principal amounts beyond August 2023, while others gave waivers but
required MHP to repay part of the principal via monthly tranches.
Its short-term bank debt mainly comprises inventory-linked working
capital facilities, other secured and unsecured bank loans, and a
facility for operations in the Balkans secured with local assets.
Obtaining these waivers enabled MHP to preserve available liquidity
to finance working capital needs for the start of the spring sowing
season. We also anticipate MHP will start new negotiations soon to
extend waivers further while continuing to service interest
payments."

The group is willing and has the capacity to service the coupon
payments due on all its outstanding notes, and has fully repaid the
coupons overdue since spring 2022 after a 270-day grace period. MHP
did not require consent from bondholders to postpone its interest
payments in spring 2023--about $49 million in semi-annual coupon
payments due on its outstanding senior notes. The company has about
$300 million cash available, of which we estimate 80% is held
outside Ukraine. This excludes about $65 million held for its
Balkan operations, Perutnina Ptuj. In addition, MHP continues to
operate at close to full capacity and has established effective
alternative export routes. Therefore, S&P's now have satisfactory
visibility regarding MHP's ability to service the interest payments
on all its outstanding debt at least until August 2023, including
coupons on its notes. These comprise $500 million 7.75% fixed-rate
notes due in May 2024, $550 million 6.95% fixed-rate notes due in
April 2026, and $350 million 6.25% fixed-rate notes due in
September 2029.

MHP's operational environment has been significantly disrupted by
the ongoing war in Ukraine, but the group has showed good
resilience--also thanks to its vertically integrated model. The
group posted 11.4% revenue growth in the financial year ending Dec.
31, 2022, benefitting from favorable global poultry meat prices and
business expansion in the Balkans, partially offset by war-related
disruptions and the depreciation of the Ukrainian hryvnia against
the U.S. dollar. Its S&P Global Ratings-adjusted EBITDA increased
to about $575 million last year. This resulted in an S&P Global
Ratings-adjusted EBITDA margin of 21.8% for the year, roughly in
line with 2021, as price increases of nearly 40% in its export
markets were completely offset by war-related costs. While military
operations in Ukraine posed complex operational challenges, MHP did
not suffer any major damage to its facilities and infrastructure
but its meat processing operations (PrJSC "Ukrainian Bacon") in
Donetsk were suspended. Grains trading, by contrast, was heavily
affected by bottlenecks linked to export routes via the Bosphorus.
S&P therefore expects MHP will once again use its grain growing
business mainly to support poultry production this year. Growing
its own grain has effectively shielded MHP from depending on
external suppliers for poultry feed and has made a positive
difference at a time of volatile poultry-feed and logistics costs.

S&P said, "Given MHP's weak credit profile, we believe new waivers,
restructuring deals with creditors, or payment defaults will be
inevitable in the coming months. The group's operating results in
2023 will vary significantly depending on external factors--namely,
ongoing war developments, its ability to export, and potential
Ukrainian government or national bank interventions. Over the next
12 months, we consider it highly unlikely that MHP's
creditworthiness will improve without a capital restructuring.
However, under our base case, we forecast low-single-digit revenue
growth on a slight increase in volumes, already invested export
routes, and domestic price increases, partly offset by weakening
global prices. We anticipate its S&P Global Ratings-adjusted EBITDA
will be $350 million-$400 million while FOCF will stay negative at
minus $20 million-$50 million. We also expect its adjusted debt to
be close to $1.9 billion for 2023, including lease liabilities.
These forecasts translate into S&P Global Ratings-adjusted debt to
EBITDA and EBITDA interest coverage of 4x-5x and 2x-3x,
respectively. Said that, our base case does not include any of the
capital restructuring we expect MHP will likely implement in the
second half of this year.

"The negative outlook indicates that we see elevated risks arising
from the external business and financial environment that may lead
us to lower our issue or issuer credit ratings on MHP to 'SD' or
'D' over the next 12 months. At present, we view a default on its
financial obligations as almost certain. This could be triggered by
an inability to service or repay bank borrowings beyond August 2023
or an inability pay the coupons due in Autumn 2023 on the three
senior secured notes.

"We could lower the ratings on MHP if the group enters into a debt
restructuring transaction that we view as distressed, or if it
defaults on interest or principal payments on any debt instrument.

"An upgrade would hinge on a normalization of the operating
environment in Ukraine and MHP's improved access to banks and debt
capital markets. We would also need to assess its investment needs
and the effects on its credit metrics and liquidity as operations
return to normal. We would consider raising the ratings if these
factors resulted in a material reduction in its risk of default in
the next six months."

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

S&P said, "Environmental factors are a moderately negative
consideration in our credit rating analysis of MHP, given the
above-average environmental risks (including climate change, water
scarcity, and biodiversity) in the agribusiness industry. For MHP
and the global poultry and meat processing industry, additional
risks are related to pollution and waste from meat farming and
meat-processing activities. That said, MHP has mitigated such risks
by investing (since 2007) in waste processing facilities in
Ukraine. In addition, we view positively that the company is
seeking additional value-accretive commercial opportunities from
resulting by-products, such as feed additives.

"Social factors are a neutral consideration in our credit rating
analysis of MHP.

"Governance factors are a moderately negative consideration in our
credit rating analysis of MHP, largely because the company has
insufficient capital headroom to balance operational risks, in our
opinion."




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

AZURE FINANCE 3: Moody's Assigns B1 Rating to GBP3.7MM Cl. F Notes
------------------------------------------------------------------
Moody's Investors Service has assigned the following definitive
ratings to Notes issued by Azure Finance No.3 plc:

GBP181.4M Class A Floating Rate Notes due June 2034, Definitive
Rating Assigned Aaa (sf)

GBP27.1M Class B Floating Rate Notes due June 2034, Definitive
Rating Assigned Aa3 (sf)

GBP18.4M Class C Floating Rate Notes due June 2034, Definitive
Rating Assigned A2 (sf)

GBP9.2M Class D Floating Rate Notes due June 2034, Definitive
Rating Assigned Baa3 (sf)

GBP6.1M Class E Floating Rate Notes due June 2034, Definitive
Rating Assigned Ba2 (sf)

GBP3.7M Class F Floating Rate Notes due June 2034, Definitive
Rating Assigned B1 (sf)

GBP17.2M Class X Floating Rate Notes due June 2034, Definitive
Rating Assigned Caa1 (sf)

RATINGS RATIONALE

The Notes are backed by a static pool of UK auto loans originated
by Blue Motor Finance Limited ("Blue") (NR). This represents the
third public securitisation sponsored by Blue. The originator will
also act as the servicer of the portfolio during the life of the
transaction. The portfolio of assets amount to approximately
GBP246.0 million as of the February 2023 pool cut-off date. The
Reserve Fund will be funded to 2.24% of the outstanding Class A and
B Notes at closing and the total credit enhancement for the Class A
Notes will be 28.12%.

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

The portfolio of underlying assets was distributed through dealers
to 100% private individuals to finance the purchase of new cars
(0.70%) and used cars (99.3%). As of February 2023 the portfolio
consists of 32,532 auto finance contracts to 32,505 borrowers with
a weighted average seasoning of 10.2 months.

The portfolio of receivables backing the Notes consists of Hire
Purchase ("HP") and Extended Contract Purchase (ECP) agreements
granted to individuals resident in the United Kingdom. Hire
Purchase agreements are a form of secured financing without the
option to hand the car back at maturity. Therefore, there is no
explicit residual value risk in the transaction. Extended Contract
Purchase is a variation on a HP agreement that grants the customer
a longer tenor for the loan (up to 7 years).

Moody's determined the portfolio lifetime expected defaults of 9%,
expected recoveries of 40% and portfolio credit enhancement ("PCE")
of 28% related to borrower receivables. The expected defaults and
recoveries capture Moody's expectations of performance considering
the current economic outlook, while the PCE captures the loss
Moody's expect the portfolio to suffer in the event of a severe
recession scenario. Expected defaults and PCE are parameters used
by Moody's to calibrate its lognormal portfolio loss distribution
curve and to associate a probability with each potential future
loss scenario in the cash flow model to rate Auto ABS.

Portfolio expected defaults of 9% is higher than the UK Auto ABS
average and is based on Moody's assessment of the lifetime
expectation for the pool taking into account (i) historic
performance of the book of the originator, (ii) benchmark
transactions, and (iii) other qualitative considerations.

Portfolio expected recoveries of 40% is in line with the UK Auto
ABS average and is based on Moody's assessment of the lifetime
expectation for the pool taking into account (i) historic
performance of the originator's book, (ii) benchmark transactions,
and (iii) other qualitative considerations.

PCE of 28% is higher than the UK Auto ABS average and is based on
Moody's assessment of the pool which is mainly driven by: (i) the
high expected default rate, (ii) the relative ranking to originator
peers in the EMEA market and (iii) the weighted average current
loan-to-value of 92% which is worse than the sector average. The
PCE level of 28% results in an implied coefficient of variation
("CoV") of 42.55%.

METHODOLOGY

The principal methodology used in these ratings was 'Moody's Global
Approach to Rating Auto Loan- and Lease-Backed ABS' published in
November 2022.

FACTORS THAT WOULD LEAD AN UPGRADE OR DOWNGRADE OF THE RATINGS:

Factors that would lead to an upgrade of the ratings include
significantly better than expected performance of the pool together
with an increase in credit enhancement of Notes.

Factors that would lead to a downgrade of the ratings include: (i)
increased counterparty risk leading to potential operational risk
of (a) servicing or cash management interruptions and (b) the risk
of increased swap linkage due to a downgrade of a swap counterparty
ratings; or (ii) economic conditions being worse than forecast
resulting in higher arrears and losses.

FARMISON: Bought Out of Administration, To Restart Trading
----------------------------------------------------------
Business Sale reports that online meat retailer Farmison has been
acquired out of administration, with the business set to restart
trading over the coming weeks.

The Ripon-based online butchery firm fell into administration and
ceased trading earlier this month after running into cashflow
difficulties following significant operational investment, Business
Sale relates.

FRP Advisory's Arvindar Jit Singh and Ben Jones were appointed as
joint administrators to the business on April 6 and have now
secured a sale of the firm to a consortium led by former Asda CEO
Andy Clarke and Chilli Marketing co-founders Gareth Whittle,
Christian Barton and Kieron Barton, Business Sale discloses.

According to Business Sale, following the acquisition, the
consortium said it expects to reopen Farmison's website over the
coming weeks and will provide updates on its plans to suppliers and
customers "in due course".  During the administration, the majority
of the company's 75 staff were made redundant and the new owners
have said they intend to return the company to being "an important
employer" in Ripon, Business Sale notes.

"We are thrilled to have been able to secure a buyer for Farmison
who is able to recommence trading and bring jobs back to Ripon,"
Business Sale quotes joint administrator and FRP partner Arvindar
Jit Singh as saying. "There had been significant interest in
purchasing the business and assets of Farmison and a number of
serious offers had been put forward in recent weeks, but the
proposal from the consortium provides the best opportunity of both
re-establishing the business and maximising returns to creditors.
We wish the team every success as they take the business forward."


MACQUARIE AIRFINANCE: Fitch Puts BB Final Rating to Sr. Unsec Debt
------------------------------------------------------------------
Fitch Ratings has assigned a final rating of 'BB' to Macquarie
AirFinance Holdings Limited's (MAHL) issuance of $500 million,
five-year, 8.375% senior unsecured debt, due May 2028.

The final rating is aligned with the expected rating Fitch assigned
to MAHL's senior unsecured debt on April 10, 2023. See "Fitch
Assigns 'BB' IDR to Macquarie AirFinance Holdings Limited; Outlook
Stable" for further details.

KEY RATING DRIVERS

The senior unsecured debt ratings are equalized with MAHL's
Long-Term IDR of 'BB', reflecting expectations for average recovery
prospects in a stress scenario given the availability of
unencumbered assets.

MAHL's ratings reflect its moderate position as a global lessor of
commercial aircraft, appropriate current and targeted leverage,
absence of material orderbook purchase commitments, long-term
equity investments from Macquarie Group (50%), PGGM Infrastructure
Fund (25%), and Australian Retirement Trust (25%), lack of
near-term debt maturities, and solid liquidity metrics. The ratings
also consider MAHL's affiliation with Macquarie Group Limited
(A/Stable), and its management team's depth, experience, and track
record in managing aircraft assets.

Rating constraints include near-term integration risks associated
with the portfolio acquisition from ALAFCO Aviation Lease and
Finance Company K.S.C.P. (ALAFCO) and longer-term execution risks
associated with the company's aggressive, albeit potentially
attainable growth and accompanying financing objectives. Additional
rating constraints include elevated exposure to older aircraft
relative to Fitch-rated peers, the use of sale-leaseback agreements
to supplement portfolio growth from its orderbook, which is a
highly competitive market in the current environment, a weaker
earnings profile, a notable amount of upcoming lease maturities,
and a largely secured funding profile.

Fitch also notes potential governance constraints relative to
larger, public peers including lack of independent board members
and partial ownership by pension funds.

Rating constraints applicable to the aircraft leasing industry more
broadly include the monoline nature of the business; vulnerability
to exogenous shocks; potential exposure to residual value risk;
sensitivity to oil prices, inflation and unemployment, which
negatively impact travel demand; reliance on wholesale funding
sources; and meaningful competition.

The Stable Rating Outlook reflects Fitch's expectation that MAHL
will manage its balance sheet growth in order to maintain
sufficient headroom relative to its leverage target and Fitch's
negative rating sensitivities over the Outlook horizon. The Stable
Outlook also reflects expectations for the maintenance of
impairments below 1%, enhanced earnings stability, and a strong
liquidity position, given the lack of material orderbook purchase
commitments with aircraft manufacturers and the impact of the
ALAFCO acquisition.

RATING SENSITIVITIES

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

Macroeconomic and/or geopolitical-driven headwinds that pressure
airlines and lead to additional lease restructurings, rejections,
lessee defaults and increased losses would be negative for ratings.
A weakening of the company's long-term cash flow generation,
profitability, and liquidity position, and/or a sustained increase
in leverage above 4.0x would also be viewed negatively.

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

MAHL's ratings could be, over time, positively influenced by solid
execution with respect to planned growth targets and outlined
long-term strategic financial objectives, including maintenance of
leverage below 3.0x and achieving a sustained pre-tax return on
average assets above 1.5%. Ratings could also benefit from enhanced
scale and an improved risk profile of the portfolio, as exhibited
by the successful integration of the expected ALAFCO transaction,
in addition to reduced exposure to weaker airlines, maintenance of
an impairment ratio below 1% and increases in the proportion of
tier 1 and new technology aircraft.

An upgrade would also be contingent upon the lengthening of the
weighted average (WA) lease profile and a reduction in the WA age
of the fleet more in line with larger, Fitch-rated peers, and
unsecured debt approaching 40% of total debt, while achieving and
maintaining unencumbered assets coverage of unsecured debt in
excess of 1.0x.

DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS

The senior unsecured debt ratings are equalized with MAHL's
Long-Term IDR of 'BB', reflecting expectations for average recovery
prospects in a stress scenario given the availability of
unencumbered assets.

DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES

The senior unsecured debt ratings are primarily sensitive to
changes in MAHL's Long-Term IDR and secondarily to the relative
recovery prospects of the instruments. A decline in unencumbered
asset coverage, combined with a material increase in secured debt,
could result in the notching of the unsecured debt down from the
Long-Term IDR.

   Entity/Debt           Rating            Prior
   -----------           ------            -----
Macquarie
AirFinance
Holdings Limited

   senior
   unsecured         LT BB  New Rating   BB(EXP)

MANCHESTER GIANTS: Seeks New Investor Following Pre-pack Deal
-------------------------------------------------------------
Jon Robinson at Manchester Evening News reports that the Manchester
Giants basketball franchise is seeking a new investor after being
bought out of administration, it has been revealed.

The British Basketball League (BBL) has taken control of the club
in a pre-packaged deal and has now launched a search for a new
backer, the Manchester Evening News discloses.

Jamie Edwards, who has been described as a driving force behind the
franchise, said it is "still a bit raw" but "the most important
thing" is that the club will continue, the Manchester Evening News
relates.

According to a document seen by the Manchester Evening News,
Manchester Giants Limited formally entered administration on March
23 and was immediately sold in a pre-packaged deal.

The MEN understands that the BBL has now taken full control of the
franchise until a new investor can be found.

It is also understood that the club owed around GBP500,000 to
creditors including the BBL, Sport England and through a Covid
Bounce Back Loan, the Manchester Evening News notes.

Paul Barber and Paul Stanley of Begbies Traynor in Manchester
oversaw the administration process and sale, according to the
Manchester Evening News.

The revelation that Manchester Giants have been sold out of
administration comes after the BBL issued a press release last week
saying the league was "exploring offers from prospective
third-party investors" for the franchise, the Manchester Evening
News recounts.  No mention was made of the administration or sale,
the Manchester Evening News states.

At the time, the league confirmed it was inviting offers from
potential buyers "who can help redevelop the franchise in the long
term both on and off the court", the Manchester Evening News
discloses.

The BBL itself was backed by GBP7 million from Miami-based
investment firm 777 Partners in December 2021 in return for a 45%
stake, the Manchester Evening News says.


PREZZO: To Close 46 Loss-Making Sites, 810 Jobs at Risk
-------------------------------------------------------
Michael Race at BBC News reports that Italian restaurant chain
Prezzo will shut a third of its restaurants after being hit by
rising costs for pizza and pasta ingredients and energy.

According to BBC, the group said closing the 46 loss-making sites
will put 810 staff at risk of redundancy.

It said its utility bills had more than doubled in the past year
along with sharp rises in costs for dough balls, pizza sauce,
mozzarella and spaghetti, BBC relates.

The cuts will affect sites with footfall still below pre-Covid
levels, BBC states.

Prezzo said it would keep its restaurants in busier shopping areas,
such as retail parks and tourist destinations, BBC notes.

Covid restrictions at the height of the pandemic forced many
hospitality businesses to shut their doors and furlough staff.  The
financial recovery for thousands of pubs, bars, restaurants and
other venues has since been hampered by rising costs, especially
for energy.

Prezzo, which went into administration in late 2020 before being
bought by private equity firm Cain International, said the cuts
affected restaurants where "the post-Covid recovery has proved
harder than we had hoped", BBC recounts.

Staff were informed about the closures on Monday morning and the
chain said it would work to redeploy "as many staff internally as
possible", notes the report.

"The last three years have been some of the hardest times I have
ever seen for the High Street," BBC quotes Dean Challenger, chief
executive of Prezzo, as saying. "The reality is that the
cost-of-living crisis, the changing face of the high street and
soaring inflation has made it impossible to keep all our
restaurants operating profitably."

As well as energy bills, Prezzo said its "core ingredients" had
soared, with dough ball costs rising 15%, pizza sauce shooting up
28% and spaghetti jumping 40%, notes BBC. The company added
"double-digit wage inflation" had also hit its finances.


YES RECYCLING: Enters Administration, Buyer Sought for Business
---------------------------------------------------------------
Scott Wright at The Herald reports that Yes Recycling (Fife)
Limited is based on the Whitehill Industrial Estate in Glenrothes
and operates a modern 15,000 tonnes per annum plastics recycling
facility.

Buckinghamshire-based Yes Recycling unveiled its plans for the
venture in September 2021, when it announced it had secured
GBP520,000 from the Circular Economy Investment Fund for the
project, The Herald recounts.  The fund is administered by Zero
Waste Scotland with funding from the European Regional Development
Fund and the Scottish Government.

But despite "significant" investment in the new facility, the
Scottish plant was said to have suffered cashflow difficulties
production as production had yet to reach full capacity, The Herald
relates.

Stuart Preston and Julie Tait of Grant Thornton UK LLP were
appointed as joint administrators of Yes Recycling (Fife) Limited
on Thursday, April 20, The Herald discloses.

The company, which employs 60 people, continues to operate while
the administrators try to find a buyer, The Herald notes.

According to The Herald, Ms. Tait, restructuring director at Grant
Thornton, said: "While the business has invested heavily in
state-of-the-art recycling equipment, it had not yet been able to
operate at full capacity and this has resulted in cash flow
challenges in recent weeks.  The company was unable to pay its
debts as they fell due resulting in our appointment as joint
administrators.

"This is a disappointing outcome for all those associated with the
company, and our immediate priority is to support the company's 60
employees while we assess the company's financial position and seek
a buyer for its business and/or assets."

The administrators, as cited by The Herald, said the remainder of
the Yes Recycling Group, which is headquartered in Buckinghamshire,
is unaffected by the administration of the Scottish business.

The company recycles mixed plastics, both 2D and 3D, into pellets,
boards, and flakes to be re-sold, and has the capability to turn
hard-to-recycle flexible food packaging such as crisp bags and
chocolate wrappers into plastic flakes, pellets and a new product
called Ecosheet, which can be used in the construction and
agriculture industries.



                           *********


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-
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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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