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

                          E U R O P E

          Friday, June 16, 2023, Vol. 24, No. 121

                           Headlines



F R A N C E

ELIOR GROUP: S&P Lowers ICR to 'B', Outlook Negative


G E R M A N Y

TUI AG: S&P Withdraws 'B' Rating on Revolving Credit Facility


I T A L Y

MONTE DEI PASCHI: DBRS Hikes LongTerm Issuer Rating to BB(low)


N E T H E R L A N D S

AURORUS 2020: DBRS Hikes Class F Notes Rating to B(high)
PHM NETHERLANDS: S&P Affirms 'B-' ICR & Alters Outlook to Negative
SIGMA HOLDCO: S&P Upgrades LongTerm ICR to 'B', Outlook Stable


S L O V A K I A

NOVIS INSURANCE: S&P Cuts ICR to 'CCC' on Regulatory Intervention


S W E D E N

APOLLO SWEDISH: Moody's Assigns B2 CFR & Rates New Secured Notes B2


U N I T E D   K I N G D O M

BRICK BREWERY: Bought Out of Administration by Breal Group
BT GROUP: S&P Assigns 'BB+' Rating on Jr. Sub. Hybrid Securities
CIRCULARITY SCOTLAND: At Risk of Collapse Due to DRS Delay
E-CARAT 11: S&P Affirms 'CCC+' Rating on Class G-Dfrd Notes
G WORKS: Enters Administration, 88 Jobs Affected

GLOBAL SHIP: S&P Affirms 'BB' ICR & Alters Outlook to Positive
INEOS ENTERPRISES: S&P Gives BB Rating on EUR650MM Secured Loan
MAC INTERIORS: High Court Judge Appoints Examiner
NORMAN & UNDERWOOD: Set to Go Into Administration, Seeks Buyer
REVOCAR 2023-1: DBRS Finalizes BB(high) Rating on Class D Notes

W SERIES: Goes Into Administration, Explores Options


X X X X X X X X

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

                           - - - - -


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F R A N C E
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ELIOR GROUP: S&P Lowers ICR to 'B', Outlook Negative
----------------------------------------------------
S&P Global Ratings lowered to 'B' from 'B+' its ratings on French
food service provider Elior Group S.A. and the group's senior
unsecured notes.

The negative outlook indicates that S&P could downgrade Elior again
if the group is unable to improve its operating margins and so
suffers sustained negative cash flows, a deterioration in
liquidity, or tightening covenant headroom.

S&P Global Ratings expects Elior's operating margins to remain
significantly below pre-pandemic levels in 2023. From October 2022
to March 2023, the group saw significant cost inflation as in most
of the countries in which it operates. Contract renegotiations in
France also proved difficult--the group secured price increases
totaling EUR283 million a year from March 31, 2023, but this will
not fully offset the impact of increased costs on its operating
margins. Nevertheless, the group reported earnings before interest,
taxes, and amortization (EBITA) to net revenue of 1.7% in the first
half of fiscal 2023, which represents a significant year-on-year
improvement. In the same period last year, EBITA was negative. That
said, Elior achieved a significant part of the improvement in
absolute EBITA by exiting the loss-making preferred meals business.
S&P considers underlying profitability at its existing catering
contracts to be lower than expected.

S&P said, "In our view, further improvements to profitability are
likely to come from the restructuring, reorganization, and
efficiency measures that the group is implementing. However, some
initiatives take time to implement and the group operating
efficiency initiatives may not offer it a short-term benefit. In
addition, consumer price indexes (CPI) tend to lag inflation so the
slowdown in inflation is unlikely to reduce Elior's costs during
2023. At the same time, sluggish GDP growth in all of the group's
markets suggests a higher risk of delays to operating performance
recovery for Elior. Although we still forecast a significant
improvement in S&P Global Ratings-adjusted EBITDA margins (to
3.7%-3.9% in 2023 from 1.3% in 2022), we do not expect this to be
enough to enable the group to reduce leverage to a level
commensurate with a 'B+' rating. Pro forma the 12-month
contribution from the Derichebourg multiservices (DMS) business, we
now forecast that adjusted leverage will be 6.7x in 2023--our
previous forecast was 5.6x-5.8x. We also project that FOCF after
leases will be negative by about EUR60 million, compared with our
previous expectation of negative EUR15 million. Beyond the fiscal
year ending Sept. 30, 2023, we consider that margin recovery and
cash flow improvement will depend on the successful integration of
the DMS operations. This is predicted to generate about EUR30
million in synergies by the end of fiscal 2026. In our view,
integrating the DMS operations carries potential execution risks,
as do the recent changes to management and governance at the group
level.

"We now assess the group's liquidity as less than adequate because
we anticipate that covenant headroom will be tight on March 31,
2024. In December 2022, with support from its lenders, Elior
obtained a covenant waiver that loosened the net leverage ratio
that the group will have to comply with on Sept. 30, 2023, to 6.0x.
In March 2024, the covenant ratio will revert to 4.5x. Given that
we forecast covenant headroom will only be about 10% on March 31,
2024, there is limited room for underperformance. That said, the
group's liquidity position is supported by a largely undrawn
revolving credit facility (RCF) which had EUR300 million available
as of March 31, 2023, of a total of EUR350 million. It also had a
positive cash balance at the end of the first half of fiscal 2023
and relatively low capital expenditure (capex) requirements,
estimated at 1.7%-2.0% in the next 12 months. The group also
benefits from committed securitization facilities.

"The negative outlook indicates that we could downgrade Elior if
the group's operating margins do not improve in line with our base
case, resulting in sustained negative cash flows, a deterioration
in liquidity, or tightening covenant headroom.

"We could lower the rating if the recovery in Elior's margins and
cash flow were further delayed by persistently high cost inflation;
weaker demand for its services related to macroeconomic
uncertainty; or higher-than-expected costs associated with the
group's restructuring initiatives or its integration of DMS."
Specifically, S&P could lower the rating if:

-- FOCF after leases remained negative in fiscal 2024, with no
prospect of near-term recovery;

-- FFO cash interest coverage remained below 2.0x; or

-- Liquidity and covenant headroom tightened further.

If the recovery in operating margins were slower, this could also
indicate to S&P's that the company's business risk profile was
deteriorating.

S&P could revise the outlook to stable if the group's profitability
improved such that leverage reduces, FOCF after leases turns
positive, and covenant headroom sustainably improves.

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

Governance factors remain a moderately negative consideration in
S&P's credit rating analysis of Elior, reflecting its view that
management failed to anticipate and mitigate operational risks that
have significantly affected the group's profitability and cash
flows in the past two years. This includes the group's:

-- Inability to rapidly adjust the cost base in light of reduced
volumes because more people are working from home post-pandemic;

-- Delayed actions to mitigate high input cost inflation, which
reduced the EBITDA margins to 1.3% in 2022, compared with 2.3% in
2021;

-- Tightening covenant headroom, as reflected in the negotiation
of several covenant waivers since 2020; and

-- Given the recent changes in management and governance, S&P will
closely monitor if the corrective actions being implemented improve
the group's operating performance and, ultimately, its credit
strength.

S&P said, "Social factors remain a moderately negative
consideration in our credit rating analysis of Elior. The group's
revenue has recovered to about 95% of pre-pandemic levels as the
effects of pandemic-related restrictions fade away and demand for
catering services at business and corporate clients returns.
Nevertheless, our moderately negative assessment reflects our view
that the sector remains sensitive to health and safety issues, and
that any virus variant resulting in renewed social distancing
measures or increased absenteeism at corporate restaurants or
school canteens could have a significant impact on the group's
operating performance and credit metrics."




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G E R M A N Y
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TUI AG: S&P Withdraws 'B' Rating on Revolving Credit Facility
-------------------------------------------------------------
S&P Global Ratings has withdrawn its 'B' issue rating and '3'
recovery rating (rounded recovery estimate: 60%) on TUI AG's
revolving credit facility at the company's request.




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I T A L Y
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MONTE DEI PASCHI: DBRS Hikes LongTerm Issuer Rating to BB(low)
--------------------------------------------------------------
DBRS Ratings GmbH upgraded Banca Monte dei Paschi di Siena SpA's
(BMPS or the Bank) Long-Term Issuer Rating to BB (low).  At the
same time, DBRS Morningstar confirmed the Short-Term Issuer Rating
to R-4. DBRS Morningstar also confirmed the Long-Term and
Short-Term Critical Obligations Ratings (COR) at BBB (low) / R-2
(middle).  The Bank's Deposit ratings were upgraded to BB, one
notch above the IA, reflecting the legal framework in place in
Italy which has full depositor preference in bank insolvency and
resolution proceedings.  The Bank's subordinated notes were also
upgraded by two notches to B (low) from CCC.  The trend on all
ratings is Stable.  The Intrinsic Assessment (IA) is now BB (low),
while the Support Assessment remains SA3.

KEY RATING CONSIDERATIONS

The upgrade of the ratings takes into account the improvements in
BMPS's fundamentals in the last few years.  In particular, DBRS
Morningstar views that the November 2022 EUR 2.5 billion capital
increase has adequately restored capital levels and provided the
Bank room to execute its latest strategic plan, which has already
led to structural improvements in BMPS's earnings generation
capacity.  Profitability has been somewhat weak, still affected by
restructuring costs in 2022 to prepare for the substantial
headcount reduction of 4,000 employees in December 2022. However,
the latter was key to a structurally improved operating efficiency,
which materialized in Q1 2023. Moreover, the rating action
incorporates an improved revenue outlook, as BMPS is expected to
benefit from rising interest rates in 2023.  Finally, the upgrade
incorporates the Bank's much cleaner asset quality profile, with
asset quality metrics in line with that of its domestic peers.
While some deterioration is expected amidst the current
environment, DBRS Morningstar considers BMPS as much better
positioned than in the past.

The ratings continue to be underpinned by the stabilized funding
and liquidity profile, although BMPS has not accessed wholesale
capital markets in 2021-2022 as issuances grew to be expensive.
However, following the capital increase, BMPS resumed market
issuances in February 2023.  Ratings also continue to take into
account the Bank's franchise as one of the largest Italian banks
with a good domestic footprint, although BMPS's reputation has
suffered from legacy conduct issues.

RATING DRIVERS

An upgrade of the Long-Term Issuer Rating would require a sustained
improvement in profitability whilst maintaining sound asset quality
metrics and capital position. An upgrade would also occur should
the Bank succeed in regularly accessing wholesale markets and
resolve outstanding legacy legal issues.

A downgrade would occur in the case of a rapid and substantial
deterioration in asset quality. Failure to maintain adequate
liquidity or capital buffers would also lead to a downgrade.

RATING RATIONALE

Franchise Combined Building Block (BB) Assessment: Moderate/Weak

BMPS is Italy's fourth largest bank by total assets and has
significant market share in its home region of Tuscany. The Bank
was subject to a precautionary recapitalization by the Italian
State in 2017. Following this, BMPS underwent a restructuring plan
to improve efficiency with the closure of branches and headcount
reduction. In addition, the Bank substantially reduced NPEs which,
combined with organic reduction, resulted in a cleaner
balance-sheet. The Bank remains owned by the Italian Ministry of
Finance (MEF) with a 64% stake, which is currently looking for an
exit solution. However, DBRS Morningstar also recognizes that the
Bank's franchise has suffered reputational damage from legacy
conduct issues, in particular litigation risk linked to prior
capital increases. After failed negotiations between the Italian
government and UniCredit to privatize BMPS, the Bank proceeded in
November 2022 with a EUR 2.5 billion capital increase to restore
capital levels which were previously very close to regulatory
minima, with a pro-rata participation by the MEF. BMPS has had some
changes in its senior management team with Luigi Lovaglio becoming
the new CEO on February 7, 2022 and Andrea Maffezzoni the new CFO
on June 14, 2022. Finally, the Bank presented its 2022-2026
business plan which projects profitability improvement based on a
lower cost base driven by voluntary layoffs, simplification of the
Group structure and further asset quality improvements.

Earnings Combined Building Block (BB) Assessment: Weak/Very Weak

BMPS's profitability has been weak but now demonstrates some
improvement in Q1 2023 and a more positive outlook for 2023. In
2022, the Group reported a net loss of EUR 205 million compared to
a EUR 310 million profit one year ago. This was mainly due to
around EUR 930 million of restructuring costs linked to the
redundancy scheme that included a circa 4,000 employee headcount
reduction in Q4 2022. Excluding this one-off impact, results were
supported by higher revenues and lower operating expenses, which
mitigated a higher cost of risk affected by provisions for the
additional EUR 0.9 billion NPE disposal in 2022. DBRS Morningstar
expects revenues to grow in 2023, driven by higher interest rates
which should benefit net interest income and offset the end of the
TLTRO III contribution while growing fee income. DBRS Morningstar
also expects the Bank to maintain its cost discipline, further
improving its operating efficiency and BMPS's capacity to generate
earnings. In particular, DBRS Morningstar expects this should
provide room for the bank to absorb a potential deterioration in
the cost of risk which could materialize in the current
environment. In Q1 2023, the Group reported net attributable income
of EUR 236 million, up from EUR 10 million in Q1 2022.

Risk Combined Building Block (BB) Assessment: Weak/Very Weak

In recent years, the Bank has made significant progress in reducing
its NPEs, mostly though disposals and securitizations. In 2020,
BMPS proceeded with a large disposal of over EUR 7.0 billion of
NPEs to the Italian state-owned bad loan manager Asset Management
Co. SpA (AMCO). On top of this, BMPS managed to further reduce its
gross NPE stock by around 20% in 2022 and Q1 2023 to EUR 3.3
billion thanks to an additional EUR 0.9 billion disposal in 2022.
The gross NPE ratio stood at 4.1% at end- March 2023, whilst the
net NPE ratio was 2.1%. DBRS Morningstar now views BMPS' asset
quality metrics as converging towards the domestic average and the
bank as much better positioned than in the past. However, we expect
a rise in defaults given the geopolitical tensions, rising interest
rates and high inflation, especially considering BMPS' relatively
high exposure to SMEs.

Funding and Liquidity Combined Building Block (BB) Assessment:
Moderate

BMPS' funding position has stabilized in recent years and DBRS
Morningstar expects it to remain stable. The Bank has not accessed
wholesale markets over 2021-2022, as borrowing remained expensive.
Following the capital increase, however, BMPS resumed market
issuance in order to meet future MREL requirements, as illustrated
by a EUR 750 million Senior Notes issuances in February 2023. The
Bank also has significant exposure to central bank funding, and
despite a EUR 4 billion maturing and a EUR 6 billion anticipated
reimbursement of TLTRO III following the ECB change in the terms
and conditions of the programme in November 2022, DBRS Morningstar
expects ECB funding to remain an important source of funding for
BMPS. At end-March 2023, the Bank maintained a sound liquidity
position with an unencumbered counterbalancing capacity of EUR 25.1
billion, corresponding to about 20% of the Bank's total assets. The
LCR and NSFR were reported at 211% and 132% respectively at
end-March 2023.

Capitalization Combined Building Block (BB) Assessment: Weak

DBRS Morningstar views the bank's capitalization as solid. During
the period 2020-2022, BMPS's capitalization remained weak with low
buffers over regulatory requirement as capital ratios declined due
to the de-risking process, the massive transfer of NPEs to AMCO,
and the impact from COVID-19 and provisions for litigation risks.
Nevertheless, the bank proceeded in November 2022 to conduct a EUR
2.5 billion capital increase with the support of the Italian
government, the bank's main shareholder with a 64% stake, as well
as private investors. BMPS reported a fully loaded Common Equity
Tier 1 (CET1) ratio of 14.9% at end-Q1 2023 (proforma of the Q1
2023 profit) compared to 15.6% at end-2022 and 11.0% at end-2021.
This provides an ample buffer of around 600 bps over the Overall
Capital Requirement (OCR) for CET1 (phased-in) ratio of 8.8%. The
fully loaded Total capital ratio stood at 18.5% at end-March 2023
(proforma of the Q1 2023 profit), compared to a minimum OCR for
total capital of 13.51%. DBRS Morningstar notes that whilst capital
ratios have increased mostly due to the capital increase, RWA
reduction and improved capital generation since Q4 2022 also
contributed to BMPS' improved capital base.

Notes: All figures are in EUR unless otherwise noted.



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N E T H E R L A N D S
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AURORUS 2020: DBRS Hikes Class F Notes Rating to B(high)
--------------------------------------------------------
DBRS Ratings GmbH took the following rating actions on the notes
issued by Aurorus 2020 B.V.:

-- Class A Notes confirmed at AAA (sf)
-- Class B Notes confirmed at AA (sf)
-- Class C Notes confirmed at A (sf)
-- Class D Notes confirmed at BBB (sf)
-- Class E Notes upgraded to BB (high) (sf) from BB (sf)
-- Class F Notes upgraded to B (high) (sf) from B (sf)

The ratings on the Class A and Class B Notes address the timely
payment of interest and the ultimate payment of principal on or
before the legal final maturity date. The ratings on the Class C,
Class D, Class E, and Class F Notes address the timely payment of
interest when they are the most senior class of notes outstanding,
otherwise the ultimate payment of interest and the ultimate payment
of principal on or before the legal final maturity date.

The rating actions follow an annual review of the transaction and
are based on the following analytical considerations:

-- Portfolio performance, in terms of delinquencies and cumulative
net losses, as of the April 2023 payment date;

-- Probability of default (PD), loss given default (LGD), and
expected loss assumptions on a potential portfolio migration
according to the replenishment criteria;

-- Updated historical data provided by Qander;

-- Current available credit enhancement available to the notes to
cover the expected losses at their respective rating levels;

-- No early amortization events to date; and

-- An amendment to the transaction executed on April 21, 2023.

AMENDMENT

The amendment to the transaction includes the following:

-- An increase in the minimum concentration of fixed-rate loans to
70.0% from 42.0%.

-- A decrease in the minimum margin on revolving loans to 4.0%
from 6.0%.

The transaction is a securitization of fixed-rate instalment loans,
unsecured amortizing credit cards receivables where further
drawings are not allowed, and revolving credit facilities
originated by Qander Consumer Finance B.V. (Qander) in the
Netherlands. Qander services the receivables while Vesting Finance
Servicing B.V. acts as the backup servicer. The transaction is
currently in its revolving period scheduled to end in October 2023.
The end of the revolving period coincides with the first optional
redemption date and a step-up in the coupon on the rated notes. The
transaction closed in August 2020 and the legal final maturity is
in August 2046.

At the end of Q1 2020, Qander withdrew from the credit card market
and blocked all associated revolving facilities, resulting in these
receivables fully amortizing and carrying a fixed rate of interest.
The terms and conditions of the revolving loan product also changed
in May 2019, which resulted in a significantly shorter tenor and
restrictions on drawing capabilities.

PORTFOLIO PERFORMANCE

Delinquency ratios have been low since closing. As of the April
2023 payment date, two- to three-month arrears and 90+-day
delinquency ratios were at 0.4% and 0.1% of the portfolio's
outstanding balance, respectively, compared with 0.4% and 0.3% at
the last annual review, respectively. As of the April 2023 payment
date, cumulative defaults represented 2.5% of the total receivables
purchased, up from 2.0% at the last annual review. Defaulted loans
are based on a 120-day arrears definition.

PORTFOLIO ASSUMPTIONS

DBRS Morningstar reviewed the updated historical data provided by
Qander and maintained its base case PD assumption of 10.0%, 5.0%,
and 12.5% on the revolving facilities, fixed-rate instalment loans,
and amortizing credit cards receivables, respectively. DBRS
Morningstar also maintained its base case LGD assumption of 75.0%
on the three product types but adjusted the weighted-average PD to
6.7% from 8.1% at closing, given the increase in the minimum
concentration of fixed-rate loans following the amendment executed
on 21 April 2023. The decrease in overall portfolio expected loss
outweighs the decrease in the minimum margin for the revolving
portion of the portfolio and drives the upgrades on the Class E and
Class F Notes.

CREDIT ENHANCEMENT AND RESERVES

Credit enhancement (CE) to the rated notes consists of the
subordination of their respective junior notes. Given that the
transaction is in its revolving period, the CE to the rated notes
have remained stable since closing as follows:

-- CE to the Class A Notes at 36.0%
-- CE to the Class B Notes at 24.0%
-- CE to the Class C Notes at 16.5%
-- CE to the Class D Notes at 11.5%
-- CE to the Class E Notes at 9.0%
-- CE to the Class F Notes at 6.0%

The transaction benefits from a liquidity reserve, currently at its
target level of EUR 2.7 million, equal to 0.9% of the original
Class A, Class B, Class C, and Class D Note balances. After the
revolving period, the target increases to 1.5% of the Class A,
Class B, Class C, and Class D Note balances and is funded from the
proceeds available according to the interest priority of payments.
The liquidity reserve is non-amortizing and, following the
redemption of the Class D Notes, becomes available to pay interest
on the most senior class of notes outstanding, provided that no
amount is recorded in the applicable note-specific principal
deficiency ledger (PDL). The reserve can be used to cover balances
recorded on the class-specific PDLs subject to certain conditions.
As of the April 2023 payment date, all PDLs were clear.

ABN AMRO Bank N.V. (ABN AMRO) acts as the account bank for the
transaction. Based on the account bank reference rating of AA (low)
on ABN AMRO (which is one notch below its DBRS Morningstar Long
Term Critical Obligations Rating (COR) of AA), the downgrade
provisions outlined in the transaction documents, and other
mitigating factors inherent in the transaction structure, DBRS
Morningstar considers the risk arising from the exposure to the
account bank to be consistent with the rating assigned to the Class
A Notes, as described in DBRS Morningstar's "Legal Criteria for
European Structured Finance Transactions" methodology.

BNP Paribas SA (BNPP) acts as the swap counterparty for the
transaction. DBRS Morningstar's Long Term COR of AA (high) on BNPP
is above the first rating threshold as described in DBRS
Morningstar's "Derivative Criteria for European Structured Finance
Transactions" methodology.

DBRS Morningstar analyzed the transaction structure in Intex
DealMaker.

Notes: All figures are in euros unless otherwise noted.


PHM NETHERLANDS: S&P Affirms 'B-' ICR & Alters Outlook to Negative
------------------------------------------------------------------
S&P Global Ratings revised its outlook on PHM Netherlands Midco
B.V. to negative from stable and affirmed all of its ratings,
including its 'B-' issuer credit rating.

The negative outlook reflects the potential for a lower rating
given the increase in refinancing risks and sluggish demand across
the company's solutions portfolio. This could ultimately weaken the
company's credit metrics and liquidity ahead of the August 2024
maturity.

S&P said, "PHM Netherlands Midco B.V.'s S&P Global Ratings-adjusted
debt leverage at the end of 2022 was higher than our previous
expectations, and we expect leverage will remain elevated in 2023.
We now forecast leverage of about 8.4x in 2023, improving to about
7.5x in 2024. This is higher than our previous expectations mainly
because our revised forecast assumes weaker demand in the company's
two major regions, consistent with S&P Global economists' view of
negligible U.S. and Europe GDP growth in 2023. Specifically, the
company generated over 50% of 2022 revenues in the U.S., making it
susceptible to broader U.S. economic trends. Moreover, we believe
roughly 35% of the company's revenues are exposed to interest
rate-sensitive end markets. Therefore, we expect lower volumes due
to tepid demand across the company's three solutions segments:
performance, industrial, and branding and packaging. We expect
proliferation of these trends will continue to drive
under-absorption costs as the company balances its inventory levels
to manage weaker demand, and we believe this will offset many of
the potential benefits expected from price realizations and other
cost control initiatives. As a result of these broader operating
trends, we forecast S&P Global Ratings-adjusted EBITDA will decline
8%-10% compared to 2022, and we do not anticipate the company will
reduce debt by more than its scheduled annual amortization,
especially given our base-case forecast for negative free operating
cashflow (FOCF) generation for fiscal 2023.

"In our view, the company's liquidity is less than adequate. While
we expect PHM to proactively address the $50 million revolving
credit facility (RCF) due August 2024 in a timely manner, the
company faces heightened refinancing risks, particularly given its
deteriorating credit metrics and current volatile credit market
conditions. Unless the 2024 maturity is addressed in the coming
quarters, our view of PHM Netherlands Midco B.V.'s liquidity could
worsen and likely lead to a lower rating in the next few quarters.
While the RCF represents a small portion of the company's overall
$700 million capital structure, we believe the company still relies
on this facility to fund operating needs. Behind the RCF, the
company's next debt maturity is July 2026, when its first-lien term
loans mature, followed by July 2027 when its second-lien term loan
matures.

"The negative outlook reflects the potential for a downgrade within
the next six months if softer-than-expected volumes further
depresses the company's credit metrics beyond our expectations and
liquidity becomes more constrained, as the revolving credit
facility becomes current in August 2023.

"We could lower our ratings if PHM Netherlands Midco B.V. fails to
address the upcoming maturity of its revolving credit facility
within the next six months. We could also lower the rating if the
company's operating performance or liquidity position deteriorates
more than our expectations, resulting in further strained liquidity
or an unsustainable capital structure.

"While unlikely in the next 12 months, we could revise the outlook
to stable if the company successfully addresses the upcoming RCF
maturity, and shows material and sustainable improvements in S&P
Global Ratings-adjusted EBITDA and FOCF such that FOCF generation
is neutral."

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

S&P said, "Governance is a moderately negative consideration in our
credit rating analysis of PHM Netherlands Midco B.V. Our highly
leveraged assessment of the company's financial risk profile
reflects its corporate decision-making that prioritizes the
interests of its controlling owners, in line with our view of the
majority of rated entities owned by private-equity sponsors. Our
assessment also reflects private-equity owners' generally finite
holding periods and focus on maximizing shareholder returns."


SIGMA HOLDCO: S&P Upgrades LongTerm ICR to 'B', Outlook Stable
--------------------------------------------------------------
S&P Global Ratings raised to 'B' from 'B-' its long-term issuer
credit rating on global plant-based food producer Upfield's parent,
Sigma HoldCo B.V., and its issue ratings on the revolving credit
facility (RCF) and term loan B. S&P also raised its issue rating on
the subordinated unsecured notes to 'CCC+' from 'CCC'.

S&P revised up to '3' from '4' its recovery rating on the RCF and
term loan B, based on improved recovery prospects after the company
repaid its EUR250 million term loan earlier this year.

The stable outlook indicates that S&P expects Upfield to mitigate
the short-term volume pressures affecting its plant-based spreads
by expanding into adjacent, fast-growing categories and boosting
its food service business.

S&P said, "Upfield's 2022 results exceeded our expectations,
demonstrating its operational resilience despite strong
inflationary pressures. The company reduced leverage toward 9.1x,
with FOCF of EUR215 million and revenue growth of 20.8%. It
achieved this by stepping up pricing initiatives to offset
accelerating cost inflation in vegetable oils and energy. Despite
increasing prices by 29% over the year, volumes declined by only
about 10%, which indicates relatively low product elasticities.
Volumes also fell because of controlled actions, notably stock
keeping unit (SKU) delisting in the company's European portfolio.
Upfield entered into pricing negotiations in mid-2021, but delays
in implementing the price increases, especially in some European
regions, weighed on profitability. Its adjusted EBITDA margin
therefore dropped by 150 basis points (bps). That said, adjusted
EBITDA increased to EUR632 million, underpinned by the top-line
push. As a result, both leverage and FOCF were stronger than we had
forecast (9.1x instead of 9.5x and EUR215 million instead of EUR174
million, respectively) and Upfield maintained a stable share of the
global spreads and butters market during 2022. This demonstrates
Upfield's pricing power, which stems from the strength of its
international brands, their relative affordability compared with
dairy products, and the company's strong relationships with key
retail partners. Although private label products took a
significantly larger share of the market, their expansion mainly
came at the expense of branded dairy competitors. We consider that
this indicates the resilience of Upfield's business to the current
downtrading trends, supported by the breadth of its portfolio
across multiple price points.

"We expect further strengthening of Upfield's credit metrics and
that it will reduce leverage toward 6.5x by year-end 2024. This
should support a successful refinancing of its remaining senior
debt. On June 6, 2023, Upfield's lenders demonstrated their support
when it successfully extended the maturity of its RCF by 2.5 years
and also extended the maturity of its zloty-denominated term loan B
tranche by 2.75 years. In our view, the company is likely to
succeed in extending the maturity dates for the remaining tranches
in its term loan B, which currently mature in July 2025, given the
material strengthening of its credit profile and its supportive
lenders. We forecast that leverage will drop toward 7.0x by
year-end 2023 and around 6.5x by year-end 2024. At the same time,
annual FOCF is predicted to remain solid at EUR200 million-EUR300
million as the increase in the EBITDA base will enable Upfield to
absorb higher interest payments while keeping working capital and
capital expenditure (capex) relatively stable. Although not in our
base case, the company could accelerate the reduction in leverage
by using excess cash to continue to pay down debt -- earlier this
year, it undertook a EUR250 million term loan buy back.

"Profitability is likely to improve further over 2023 and 2024, as
the effects of increased prices are carried over and inflationary
pressures ease while restructuring costs normalize. We therefore
forecast a rebound in the adjusted EBITDA margin of about 350 bps
in 2023 and 150 bps in 2024. Market prices for edible oils and
energy have retreated from their peak in mid-2022, which should
support a gradual increase in margins over the coming quarters. As
hedging contracts roll over, Upfield's terms will improve, while
selling prices are predicted to be stable for at least the next 12
months. Nevertheless, a degree of volatility remains--additional
upticks in commodity or energy prices could delay the margin
recovery or force the company to increase prices again, which could
have an adverse effect in volumes. We understand that the heavy
lifting of the business transformation has been done and the
separation from Unilever is virtually complete. Exceptional costs,
which have been historically high, should therefore normalize. This
should more than offset the higher marketing and research and
development (R&D) costs that support product innovation and the
strengthening and harnessing of key international brands. We assume
that forecasting revenue growth for 2023 will normalize at about
5%. The carry-over effect of the 2022 price increases will largely
offset lower volumes and the decline in commodity and energy market
prices suggests that Upfield won't need to boost prices again in
2023. For 2024, we anticipate that it will increase its promotional
activity and slightly lower its prices in selected markets, in line
with its dairy competitors, to maintain competitive pricing. This
should translate into relatively neutral revenue growth for 2024 as
the gradual shift from legacy plant-based spreads (margarines)
toward more value-added products offsets the effect of lower
average selling prices and stable volumes.

"Although volumes have been declining, we expect them to gradually
stabilize over the next two years. Our forecast indicates a decline
of 2%-4% in 2023 and relatively stable volumes in 2024. That said,
there are signs of a potential drag on demand that could hinder the
expected recovery. Sales of plant-based spreads have suffered for
decades because consumers perceived them as unnatural and
unhealthy. Marketing efforts to address the perceived naturalness
of the product and reignite international brands, combined with
improvements to the taste and texture of products as well as the
breadth of applications, have allowed revenue from plant-based
spreads to gradually stabilize. Nevertheless, in the short term, we
forecast lower volumes because we consider that inflation still
weighs on consumer demand.

"We expect strong growth from adjacent plant-based categories, such
as butters, cheeses, creams, and liquids, to partly offset lower
volumes in plant-based spreads. That said, such products currently
make a limited contribution to total group sales, which will limit
the short-term impact. We anticipate that plant butters and creams
will continue to take share from dairy products, supported by
product improvements; expanding breadth of applications; and
favorable underlying consumer trends related to sustainability,
health concerns, and dairy supply-chain reliability issues. This is
also supported by Upfield's marketing efforts to strengthen its
international brands. Since Upfield acquired Arivia S.A., a leading
producer of plant cheeses, its Violife brand has demonstrated a
strong record. This should support further volume growth in this
category, especially in Europe and the U.S., as new products are
launched and R&D investments continue to improve taste and texture.
Improved plant creams and cheeses should also bolster growth in the
food service channel, where volumes are recovering post-pandemic.
In addition, Upfield is entering into new partnerships with
blue-chip clients; these offer expansion, including geographic
expansion into Asia-Pacific, the Middle East, and Africa (AMEA).

"In our view, Upfield is now better positioned to achieve
sustainable long-term growth, following its groundbreaking business
transformation. In recent years, the company has thoroughly
reorganized its global manufacturing footprint, set up
route-to-market capabilities across new regions, and implemented a
complete renovation and simplification of its product portfolio. We
anticipate that this will enable it to unlock opportunities within
adjacent, fast-growing categories where plant-based alternatives
currently have low penetration, including butter, cheese, creams,
and liquids. At the same time, it could reignite its legacy
plant-based spreads business. The portfolio upgrade was weighted
toward Europe, where the company inherited a vast, but suboptimal
portfolio. We note that the transformation has also shown
benefits--revenue growth in Europe finally turned positive in 2022,
mainly driven by pricing, after decades of gradual decline. We
consider that this indicates higher growth potential, given the
expansion of the addressable market, improved diversification into
faster-growing categories, and the strengthening of Upfield's
product portfolio.

"Execution risks around the company's expansion strategy limit our
visibility. We consider the strategy to be heavily reliant on both
seamless channel execution and persuading nonvegan consumers --
notably dairy avoiders and flexitarians -- to adopt new products.
In addition, continued investments in marketing and R&D are needed
to bridge the performance gap between dairy and plant-based
alternatives in certain categories. At the same time, competitive
pressures from dairy butters and private label alternatives are
increasing, and consumer sentiment is weakening. This could hinder
growth in categories that command a price premium, especially plant
cheeses and creams.

"The stable outlook indicates that we expect Upfield to reduce
leverage to below 7.0x over the next 12 months and generate solid
FOCF of about EUR200 million-EUR300 million a year. This would
support a successful refinancing or extension of its remaining
senior debt. We forecast that the company's financial metrics will
improve because profitability will rise as inflationary pressures
ease and restructuring costs normalize. In addition, the short-term
pressure on volumes in Upfield's plant-based spreads category could
be mitigated by expansion in its food service division combined
with developments in dynamic, fast-growing categories, notably
plant cheeses, butters, and creams.

"We could lower the rating should Upfield fail to address its
remaining senior debt due July 2025. This could occur if the group
fails to restore its profitability because of unexpected upticks in
input costs or a sharper-than-expected drop in volume, such that
leverage remains above 7x or FOCF turns negative. The rating could
also come under pressure if the company embarks on large
debt-funded acquisitions.

"We could raise the rating on Upfield if leverage reduces
sustainably toward 5.0x and the company commits to maintaining it
at this level over the long term. This could happen if
profitability exceeds our expectations and the company turns around
the decline in volumes of its plant-based spreads while rapidly
expanding into adjacent categories. In this scenario, we would
anticipate seeing higher-than-expected FOCF, and that the company
would prioritize debt repayment."

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

S&P said, "Governance factors are a moderately negative
consideration in our rating analysis of Sigma Holdco B.V.
(Upfield), as is the case for most rated entities owned by
private-equity sponsors. We consider that 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. We acknowledge the
health benefits of plant-based nutrition, which have encouraged a
growing number of consumers to move toward plant-based diets.
However, Upfield's concentration in margarine (about 75%-80% of
total revenue) has constrained growth in some developed markets,
given consumers' entrenched taste preferences."




===============
S L O V A K I A
===============

NOVIS INSURANCE: S&P Cuts ICR to 'CCC' on Regulatory Intervention
-----------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Slovakia-based NOVIS Insurance Company (NOVIS) to 'CCC' from 'BB-'.
At the same time, S&P placed the rating on CreditWatch developing.

According to S&P's rating definitions, an obligor rated 'CCC' is
dependent on favorable business, financial, and economic conditions
to meet its financial commitments. In the event of adverse
business, financial, or economic conditions, the obligor is
unlikely to have the capacity to meet its financial commitments.

The downgrade of NOVIS to 'CCC' follows a decision by Slovak
insurance regulator, the National Bank of Slovakia (NBS), published
on June 5, 2023. In accordance with this decision, NBS withdrew
NOVIS' insurance license and prohibited the company from conducting
insurance business, specifically, from writing new insurance
business. NBS has stated that it will petition a court to dissolve
NOVIS and commence liquidation proceedings in order to satisfy the
claims of policyholders and other creditors.

According to a statement published by the European Insurance and
Occupational Pension Authority on June 6, 2023, NBS has withdrawn
NOVIS' license for reasons of noncompliance with Solvency II rules
regarding capital requirements, risk management, and changes to the
terms and conditions of insurance contracts.

S&P said, "We expect that a court decision on a potential
liquidation of NOVIS will take some time as the court needs to
process the NBS' request and approve the enforcement of the
request. In our view, the timeline and outcome of the NBS' request
remain uncertain as NOVIS intends to contest the NBS' decision
through an administrative lawsuit.

"Based on the enforced regulatory decision, NOVIS is not permitted
to write any new insurance contracts until further notice. However,
we understand that NOVIS intends to continue to service its
existing policyholder obligations, which we understand it is
allowed to do under the regulatory decision. We also understand
that NOVIS' investments covering its technical reserves are
generally liquid assets. In light of increases in interest rates,
the bond investments are trading below their notional amounts,
which makes NOVIS vulnerable to a high rate of policyholder lapses.
This, in turn, could require NOVIS to sell those investments at
reduced market values.

"In our base case, we consider that the uncertain prospects for
NOVIS might lead to an increase in policyholder lapses, although
currently we do not incorporate a mass lapse scenario. This is
because in early 2022, when NOVIS was faced with publicly disclosed
regulatory measures, the company managed to keep lapses at
manageable levels. However, if NOVIS is not able to control lapses,
this could weigh on its capital and liquidity positions and further
undermine its creditworthiness. We will therefore monitor
policyholders' behavior closely."

NOVIS' business model depends on external sources of financing as
it funds its life business acquisition costs through a combination
of reinsurance and insurance-linked securities. In addition, the
company has an outstanding subordinated convertible bond and bank
loan. The prohibition on signing new business means that NOVIS will
not take on any additional acquisition-cost financing.

S&P said, "Our understanding of the regulatory decision is that it
has not entailed a freeze of funds to fulfil NOVIS' current
obligations. We understand from NOVIS that it intends to meet all
its current obligations and has sufficient liquidity to do so over
the short term. We further understand that the company has several
million euros of cash on its balance sheet, which should allow it
to continue to service its contractual obligations toward its
creditors over the coming months. At the same time, in our view,
the situation makes NOVIS dependent on favorable external
conditions and factors largely outside its control to meet all its
financial commitments to its policyholders and creditors on a
continuous basis.

"We consider that due to the regulatory intervention, NOVIS'
capital adequacy is vulnerable. In view of the current uncertainty,
we believe that the company is now less likely to receive any
additional capital injections to maintain a sufficient solvency
margin in times of stress. That said, NOVIS continues to have an
outstanding tier 2 subordinated convertible bond that would be
converted to shareholder equity if the company's regulatory capital
position fell below the trigger levels.

"The CreditWatch developing placement reflects the highly
unpredictable and uncertain situation. We could lower, raise, or
affirm our rating on NOVIS within the next 90 days, depending on
developments in the regulatory and court proceedings and
policyholder actions. The CreditWatch developing placement also
reflects our view that NOVIS remains vulnerable to liquidity stress
in the event of a sizable increase in lapses. This could further
hurt its franchise, business model, and balance sheet."

A negative rating action could occur if:

-- A mass lapse materializes, leading to a sharp liquidity
depletion, and, in turn, a heightened risk that NOVIS would not be
able to continue to service all its obligations.

-- The court decides to dissolve NOVIS and commence liquidation
proceedings in line with the regulatory petition.

S&P could consider a positive rating action if:

-- Regulatory or court decisions went in favor of NOVIS, enabling
the company to operate without severe restrictions or damage to its
reputation.

-- NOVIS was able to strengthen its capital and liquidity
positions, largely maintain its existing customer relationships,
and service its financial obligations to policyholders and other
creditors on a sustainable basis.




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

APOLLO SWEDISH: Moody's Assigns B2 CFR & Rates New Secured Notes B2
-------------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the proposed
EUR480 million backed senior secured floating-rate notes due 2029,
to be issued by Apollo Swedish BidCo AB (Assemblin or the company),
a holding company formed to effect the acquisition of Assemblin
Group AB, a Sweden-based provider of building installation
services, by Triton IV Continuation Fund (Triton) from Triton Fund
IV. Concurrently, Moody's assigned a B2 long term corporate family
rating and B2-PD probability of default rating to Apollo Swedish
BidCo AB. The outlook on Assemblin is stable.

Moody's has withdrawn the B2 CFR, the B2-PD PDR and the outlook of
Assemblin Group AB.

The change of the CFR to Apollo Swedish Bidco AB, a holding company
of Assemblin Group AB, reflects the fact that Apollo Swedish Bidco
AB will be at the top of the restricted group and will assume the
EUR480 million senior secured floating rate notes due 2029.

Assemblin will use the proceeds from the proposed EUR480 million
backed senior secured floating-rate notes due 2029 to repay
existing EUR350 million backed senior secured floating rate notes
due 2025, issued by Assemblin Group AB, and effectively to
refinance a bridge loan following a fund-to-fund transfer by
Triton, as well as for transaction fees and expenses. The issuance
will thus lead to an increase in gross leverage and interest costs,
but Moody's expects metrics to remain in line with expectations for
its B2 rating, albeit with minimal flexibility for
underperformance.

RATINGS RATIONALE

The rating action reflects:

-- Assemblin's Moody's adjusted gross leverage is around 5.6x pro
forma the transaction and based on the 12 months that ended March
2023 results, up from 4.4x on an actual basis, which weakens the
positioning the current B2 rating category, but remains within the
expectation for the current rating.

-- Moody's expectation that the company will generate positive
Moody's adjusted free cash flow (FCF, after interest paid) in low
to mid-single digits in % terms of FCF/debt, despite the increased
debt burden and interest costs, thanks to low capital spending,
improved profitability (EBITA margin of around 7% in 2022 from 5%
in 2019) and a flexible cost structure. Assemblin has a track
record of generating positive FCF, with Moody's adjusted FCF/debt
in mid to high-single digit percentages in the period of 2019 -
2022.

-- Moody's expectation that Assemblin's high exposure to building
renovation and service (which combined account for around 75% of
its revenue base), its flexible cost structure and good ability to
pass through inflation will support earnings stability. Moody's
believes the company's end market will continue to benefit from
trends such as energy transition, automation and electrification.
Nevertheless, Assemblin's current solid profitability could
moderately weaken due to a decline in residential and commercial
new build construction activity in the Nordic region.

Assemblin's strong market position as Sweden's second-largest
provider of installation services; its asset-light service business
with a flexible cost structure; a track record of margin expansion,
with reported EBITA margin increasing to around 7% in the 12 months
that ended March 2023 from around 5% in 2019; and Moody's
expectation of continued positive FCF generation, which will likely
be used to fund bolt-on M&A that supports earnings growth,
continues to support its B2 rating.

However, Assemblin's high leverage, with Moody's-adjusted
debt/EBITDA of around 5.6x pro forma the transaction and based as
of the 12 months that ended March 2023; concentration in Sweden
(around 70% of revenue generated); exposure to the overall health
of the cyclical construction industry; and an event risk of
debt-funded acquisitions or shareholder distributions associated
with its private equity ownership all constrain the rating.

Governance considerations relevant to Assemblin's rating include
its fairly aggressive financial policies, as evidenced by the
increased leverage as part of the proposed transaction, a largely
debt-funded acquisition of Fidelix in 2021, and the shareholder
distribution in 2019.

LIQUIDITY

Assemblin's liquidity is adequate and will benefit from the
extension of the debt maturity profile, as well as the upsize of
the revolving credit facility (RCF) as part of the proposed
transaction. The cash balance of around SEK440 million as of the
end of the first quarter of 2023 and an undrawn upsized RCF of
1,100 million and maturity extended to 2029 upon closing, support
liquidity. These sources, together with internally generated funds
from operations, are sufficient to cover intra-year working capital
swings, with a build-up during the second and third quarters, and a
subsequent release in the fourth quarter and the first quarter of
the next year. Other uses include annual capital spending, lease
payments and spending on bolt-on M&A. The RCF contains a springing
net leverage financial covenant tested only when the facility is
more than 40% drawn.

STRUCTURAL CONSIDERATIONS

Assemblin's proposed capital structure consists of a senior secured
floating-rate notes and a super senior secured RCF. Both
instruments will be guaranteed by subsidiaries which account for at
least 80% of consolidated EBITDA. The notes will share the same
security package as the super senior RCF, consisting of pledges
over the capital stock, intercompany loans and operating bank
accounts, which Moody's considers as weak. However, the notes will
rank junior to the super senior RCF upon enforcement.

While the B2 rating on the proposed EUR480 million backed senior
secured floating-rate notes due 2029 is in line with the CFR, the
headroom to maintain the notes instrument rating in line with CFR
is limited. A further increase of relative size of the super senior
RCF could result in the downward notching of the notes relative to
CFR.

OUTLOOK

The stable rating outlook reflects Moody's expectation that
Assemblin's solid order backlog, maintenance contracts, and
flexible cost structure will support earnings stability in the next
12-18 months. It also reflects Moody's expectation of
Moody's-adjusted gross leverage of around 5.5x- 6.0x,
Moody's-adjusted FCF/debt in the low to mid-single digits in %
terms and interest coverage of Moody's adjusted EBITA / Interest
around 1.7x-2.0x. The outlook also assumes no further material
increase in leverage from future debt-funded acquisitions or
shareholder distributions, as well as the company maintaining an
adequate liquidity profile.

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

The ratings could be upgraded if strong earnings growth results in
sustained improvement in credit metrics, including:

-- Moody's-adjusted debt/EBITDA below 4.5x, and

-- Moody's-adjusted EBITA / Interest above 2.5x, and

-- Moody's-adjusted FCF/debt in the high-single-digit percentages
and good liquidity.

The ratings could be downgraded with expectations for:

-- Moody's-adjusted debt/EBITDA above 6.0x on a sustained basis,
or

-- Moody's-adjusted EBITA/Interest sustainably below 1.7x, or

-- FCF reducing towards zero on a sustained basis, or

-- If liquidity deteriorates.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in Stockholm, Assemblin is the second-largest
installation company in Sweden, with installation services in
electrical, heating and sanitation, and ventilation. For the 12
months that ended March 2023, the company reported revenue of
SEK14.9 billion and EBITA of SEK1.0 billion. The company was
created in November 2015, when the current owner Triton acquired
the Nordic perimeter of the bankrupt estate of Royal Imtech.




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

BRICK BREWERY: Bought Out of Administration by Breal Group
----------------------------------------------------------
Business Sale reports that the business and assets of London
brewer's Brick Brewery have been acquired by UK-based private
equity firm The Breal Group.

According to documents filed at Companies House, Breal purchased
the brewery in a pre-pack deal for around GBP318,000.  The
documents filed show that the brewery's equipment was valued at
GBP51,441, its intellectual property at GBP30,000 stock at
GBP98,000 (+ VAT) and accounts receivable at GBP138,000, Business
Sale discloses.

Brick Brewery ran into financial difficulty during the COVID-19
pandemic and, when it wasn't able to make repayments on debts
incurred during this time, the London brewer found itself insolvent
in March of this year, Business Sale recounts.  After filing a
notice of intent, Brick received four acquisition offers, accepted
a pre-pack offer from Breal in May before entering administration
on June 2, Business Sale relates.


BT GROUP: S&P Assigns 'BB+' Rating on Jr. Sub. Hybrid Securities
----------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue rating to the junior
subordinated hybrid securities to be issued by British
Telecommunications PLC, wholly owned subsidiary of U.K.-based
telecom operator BT Group PLC (BT; BBB/Stable/A-2). The rating
reflects S&P's notching for subordination and optional interest
deferability. S&P assesses the securities as having intermediate
equity content until the first reset date.

S&P said, "We view the issuance of the securities as a strategic
and prudent balance sheet strengthening tool. We understand that BT
intends to maintain or replace these securities as a long-term form
of capital on its balance sheet. We estimate that following the
transaction, hybrid instruments will not exceed 6% of BT's adjusted
capitalization.

"We categorize the proposed securities as having intermediate
equity content because they are subordinated to all BT's senior
debt obligations, cannot be called for at least 5.25 years, and are
not subject to features that could discourage or materially delay
deferral."

S&P derives its 'BB+' rating on the securities by notching down
from its 'BBB' rating on BT. The two-notch difference reflects its
deducting:

-- One notch for subordination because S&P's long-term
    rating on BT is 'BBB-' or above; and

-- An additional notch for payment flexibility,
    because the option to defer interest stands with
    the issuer.

S&P said, "The notching indicates that we consider the issuer
relatively unlikely to defer interest. Should our view change, we
may increase the number of notches we deduct to derive the issue
rating.

"In addition, given our view of the intermediate equity content of
the proposed securities, we allocate 50% of the related payments on
the security as a fixed charge and 50% as equivalent to a common
dividend. The 50% treatment of principal and accrued interest also
applies to our adjustment of debt."

FEATURES OF THE HYBRID INSTRUMENT

S&P said, "We understand that the proposed security and coupons are
intended to constitute the issuer's direct, unsecured, and deeply
subordinated obligations, ranking senior only to its common
shares.

"We understand that the first interest reset date will be in
December 2028, at least 5.5 years from the issue date. BT can
redeem the security for cash up to 90 days before the first reset
date, and on every coupon payment date thereafter. In addition, the
company can call the instrument at any time through a make-whole
redemption option. We understand that BT does not intend to redeem
the instrument before the redemption window of the first reset
date, and we do not consider that this type of make-whole clause
creates an expectation that the issue will be redeemed before then.
Accordingly, we do not view it as a call feature in our hybrid
analysis, even if it is referred to as a make-whole option clause
in the hybrid documentation."

The securities mature 60.5 years after the issue date, but can be
called at any time for a tax, rating, accounting, or change of
control event. If any of these events occurs, BT intends to replace
the hybrid, but is not obliged to do so. In S&P's view, this
statement of intent currently mitigates the issuer's ability to
call or repurchase the security.

The interest deferral doesn't constitute an event of default and
there are no cross defaults with the senior debt instruments. In
addition, the hybrid's terms allow BT to choose to defer interest
payment on the proposed securities--it has no obligation to pay
accrued interest on an interest payment date. That said, if BT
declares or pays an equity dividend or interest on equally ranking
securities, or if it redeems or repurchases shares or equally
ranking securities, it is required to settle any outstanding
deferred interest payment and the interest accrued thereafter in
cash.

The interest on the proposed securities will increase by 25 basis
points (bps) in December 2033, five years after the first reset
date, and a further 75 bps in December 2048, 20 years after its
first reset date. S&P said, "We consider the cumulative increase in
interest of 100bps to be material under our criteria, providing BT
with an incentive to redeem the instrument in December 2048.
Therefore, we are unlikely to recognize the instrument as having
intermediate equity content after its first reset date in December
2028, because its economic maturity then falls below 20 years.
Until its first reset date, we expect to classify the instrument as
having intermediate equity content. We could revise our assessment
if we think that the issuer is likely to call the instrument
because it is about to lose the intermediate equity content."


CIRCULARITY SCOTLAND: At Risk of Collapse Due to DRS Delay
----------------------------------------------------------
Steph Brawn at The National reports that the company behind
Scotland's delayed Deposit Return Scheme (DRS) is at risk of
collapse, a leaked email has indicated.

Following a dispute between the Scottish and UK Governments over
whether the scheme should include glass, Scotland's initiative --
which was due to launch in March -- had to be put back to at least
October 2025, The National discloses.

This delay appears to have plunged Circularity Scotland -- a
not-for-profit company set up to ensure the smooth roll out of the
DRS -- into crisis, The National relays, citing the Daily Record.

According to The National, an insider told the paper that staff
were sent home on Thursday last week and employees are scared they
may not get paid.

An email has also painted a concerning picture as it suggests the
firm could either exist "in hibernation" until the DRS launches or
go into administration, The National notes.

If stakeholders agree to fund the former plan, it would put all
employees at risk of redundancy and a consultation period would
begin, the email said, The National relates.

But if they did not agree, Circularity Scotland would go into
administration, according to The National.

"We have proposed a route to members which could allow Circularity
Scotland Ltd to exist 'in hibernation' until the Scottish DRS
launches in October 2025," The National quotes the email as
saying.

"If stakeholders agree to fund this proposal, all employees would
be at risk of redundancy and a consultation period would begin. In
this scenario, it is likely that the company would be able to pay
June salaries, any outstanding holiday pay and pay in lieu of
notice to those made redundant."

The firm added: "If stakeholders do not agree to fund this
proposal, Circularity Scotland may go into administration.  If the
company becomes insolvent it may be unable to pay contractual
monies due to employees -- including June wages."

The email said it anticipated the outcome of these talks would be
known early next week.

Under the DRS, shoppers would pay a 20p deposit every time they buy
a drink in a can or bottle, with that money refunded to them when
the empty containers are returned for recycling, The National
discloses.


E-CARAT 11: S&P Affirms 'CCC+' Rating on Class G-Dfrd Notes
-----------------------------------------------------------
S&P Global Ratings raised to 'AA- (sf)' from 'A+ (sf)' its credit
rating on E-Carat 11 PLC's class C notes. At the same time, S&P
affirmed its 'AAA (sf)', 'AA+ (sf)', 'BBB+ (sf)', 'BB+ (sf)', 'BB-
(sf)', and 'CCC+ (sf)' ratings on the class A, B, D, E-Dfrd,
F-Dfrd, and G-Dfrd notes, respectively.

The rating actions follow its review of the transaction's
performance and the application of S&P's relevant criteria, and
considers the transaction's current structural features.

As of the April 2023 investor report, the pool factor has fallen to
17.9%. As no triggers have been breached, the transaction continues
to amortize pro rata, with the credit enhancement percentage
available to each class of notes remaining constant since close.
S&P said, "Given the low pool factor and strong collateral
performance, we have lowered our base-case hostile termination (HT)
rate and voluntary termination (VT) rate assumptions. We have also
reduced the corresponding multiple to both HT and VT losses."

Additionally, with the strong used car market performance in recent
years and with full amortization of the portfolio expected within
the coming 12 months, S&P increased its recovery rate base-case
assumption. S&P also lowered its recovery rate haircuts and its
residual value market decline stresses.

Under S&P's criteria, it applied the following credit assumptions
in its analysis.

  Table 1

  Credit assumptions
                                              JUNE 2022
  PARAMETER                        AT CLOSING   REVIEW   CURRENT
       
  HT base case (%)                     2.09      1.85      1.20

  HT multiple ('AAA')                  4.90      4.00      4.00

  HT multiple ('AA+')                  4.40      3.65      3.50

  HT multiple ('AA-')                  3.57      2.97      2.67

  HT multiple ('BBB+')                 2.43      2.05      1.75

  HT multiple ('BB+)                   1.83      1.60      1.38

  HT multiple ('BB-')                  1.62      1.33      1.17

  HT multiple ('B')                    1.45      1.20      1.00

  VT base case (%)                     2.96      2.96      0.90

  VT multiple ('AAA')                  2.60      2.30      2.00

  VT multiple ('AA+')                  2.48      2.15      1.88

  VT multiple ('AA-')                  2.27      1.92      1.67

  VT multiple ('BBB+')                 1.98      1.63      1.38

  VT multiple ('BB+')                  1.75      1.43      1.18

  VT multiple ('BB-')                  1.58      1.32      1.07

  VT multiple ('B')                    1.45      1.25      1.00

  Recoveries base case (%)             N/A       60.0      70.0

  Recoveries haircut ('AAA') (%)       N/A       45.7      30.0

  Recoveries haircut ('AA+') (%)       N/A       40.4      25.0

  Recoveries haircut ('AA-') (%)       N/A       33.3      18.3

  Recoveries haircut ('BBB+') (%)      N/A       26.5      12.5

  Recoveries haircut ('BB+') (%)       N/A       21.0       7.5

  Recoveries haircut ('BB-') (%)       N/A       17.7       3.3

  Recoveries haircut ('B') (%)         N/A       15.0       0.0

  Stressed recovery rate ('AAA')      32.5       32.5      49.0

  Stressed recovery rate ('AA+')      32.5       35.8      52.5

  Stressed recovery rate ('AA-')      32.5       40.0      57.2

  Stressed recovery rate ('BBB+')     32.5       44.1      61.3

  Stressed recovery rate ('BB+')      32.5       47.4      64.8

  Stressed recovery rate ('BB-')      32.5       49.4      67.7

  Stressed recovery rate ('B')        32.5       51.0      70.0

  Residual value loss ('AAA') (%)     39.5       39.5      37.4

  Residual value loss ('AA+') (%)     35.6       33.9      32.1

  Residual value loss ('AA-') (%)     29.6       26.4      25.0

  Residual value loss ('BBB+') (%)    22.8       19.3      18.2

  Residual value loss ('BB+') (%)     17.3       14.8      12.4

  Residual value loss ('BB-') (%)     13.0       12.2       7.5

  Residual value loss ('B') (%)       10.3       10.0       4.3

  N/A--Not available.

S&P said, "The revision of our recovery rate, VT base case, and
residual value market decline stresses, are primarily due to the
increase in used car values since the transaction closed. Used car
prices have exceeded those forecast at close, so recovery rates
have been higher. With increased equity in vehicles, fewer obligors
are electing to return their vehicle early. The recovery rate base
case for this transaction was revised to 70.0% from 60% and the VT
base case to 0.90% from 2.96% at our previous review. In both
categories this transaction has performed more favorably than
expected at close.

"Similarly, the residual value analysis gives credit to the robust
used car market seen in recent years. We have lowered our 'AAA'
market value decline assumption to 37.4% from 39.2%, with
proportionate reductions reflected down the rating scale. The
residual value portion of the outstanding pool is 50.6%, based on
the April 2023 investor report.

"E-Carat 11 is still in its pro rata phase, and consequently none
of the rated notes benefit from an increase in credit enhancement
since closing. Although our credit assumptions have generally
improved, we have only raised our rating on one class of notes,
which reflects the fact that credit enhancement on the notes has
not increased due to the pro rata payment structure. However, at
the time of this review, no outstanding amount on the principal
deficiency ledger is recorded and no pro rata triggers were
breached. We also considered the current portfolio mix rather than
the worst-case mix at closing.

"Our cash flow analysis indicates that the available credit
enhancement for the class C notes is sufficient to withstand the
credit and cash flow stresses that we apply at the 'AA-' rating
level. We therefore raised to 'AA- (sf)' from 'A+ (sf)' our rating
on the class C notes.

"The same analysis confirmed that the available credit enhancement
for the class A, B, D, E-Dfrd, and F-Dfrd notes is sufficient to
withstand the credit and cash flow stresses that we apply at the
currently assigned ratings. Therefore, we affirmed our 'AAA (sf)',
'AA+ (sf)', 'BBB+ (sf)', 'BB+ (sf)', and 'BB- (sf)' ratings on the
class A, B, D, E-Dfrd, and F-Dfrd notes, respectively.

"The class G-Dfrd notes do not pass our stresses at the 'B' rating
level for full repayment of principal by maturity. Therefore, we
used our 'CCC' ratings criteria to assess if either a rating of 'B-
(sf)' or in the 'CCC' category would be appropriate. These criteria
specify the need to assess whether there is reliance on favorable
conditions to continue in an unstressed scenario.

"The class G-Dfrd notes have 5% credit enhancement and are rated
based on ultimate payment of both interest and principal. Failures
at the 'B' rating level cash flow stresses happen in certain low
prepayment cash flow scenarios. We therefore affirmed our 'CCC+
(sf)' rating on the class G-Dfrd notes because it is, in our view,
more vulnerable and junior in the capital structure. We believe it
is dependent upon favorable business, financial, or economic
conditions to be repaid, according to our criteria for assigning
'CCC+', 'CCC', 'CCC-', and 'CC' ratings. We also believe that a
'CCC' or 'CCC-' rating is not appropriate for this class because it
can rely on 5% hard credit enhancement.

"Our ratings in this transaction are not constrained by the
application of our sovereign risk criteria for structured finance
transactions or our counterparty risk criteria. Furthermore, our
operational risk criteria do not cap the ratings in this
transaction."

E-Carat 11 is a U.K. ABS transaction that securitizes a portfolio
of auto loan receivables to private and commercial borrowers in
U.K. originated by Vauxhall Finance PLC.


G WORKS: Enters Administration, 88 Jobs Affected
------------------------------------------------
Ian Weinfass at Construction News reports that Somerset groundworks
and civils contractor G Works Construction has gone into
administration, with 88 employees made redundant out of a workforce
of 109.

The Bridgwater-based firm, which worked on projects across the
South West for main contractors including Tilbury Douglas and ISG,
appointed administrators from EY-Parthenon this week, Construction
News relates.

G Works, registered at Companies House as GWKS Ltd and to a
Gloucestershire address, was formed in 2006 and experienced large
growth before the Covid pandemic, turning over GBP39 million in the
year to June 30, 2020, up from just GBP13 million in 2016,
Construction News discloses.

Its growth had stalled since then, however, with revenue falling to
GBP29.8 million in its 2021 financial year and to GBP27.6 million
in the 12 months to the end of June 2022, its latest accounts,
Construction News notes.

G Works made a pre-tax profit of GBP431,000 in 2022, up from
GBP377,000 in 2021 despite the fall in revenue, Construction News
states.

The latest accounts show that the firm employed 143 people in 2022.
It owed creditors GBP4.8 million, Construction News discloses.

According to EY joint administrator Lucy Winterborne said: "Rising
operating costs, supply chain challenges and labour shortages
combined with the Covid-19 pandemic and wider geopolitical
disruption has had a significant impact on the financial
performance of the company.

"Our priorities as joint administrators are to protect the
interests of the company's creditors and to support the impacted
employees, who will be offered appropriate advice and support."


GLOBAL SHIP: S&P Affirms 'BB' ICR & Alters Outlook to Positive
--------------------------------------------------------------
S&P Global Ratings revised its outlook on Global Ship Lease Inc.
(GSL) to positive from stable and affirmed its 'BB' long-term
issuer credit rating.

The positive outlook reflects the possibility of an upgrade if S&P
believes GSL is able and willing to maintain adjusted FFO to debt
higher than 50%, especially when EBITDA normalizes after 2024.

S&P said, "The outlook revision reflects our anticipation of GSL
deleveraging from resilient EBITDA and mandatory debt amortization.
Multi-year time charter (T/C) agreements secured at record-high
rates in 2021-2022 should largely insulate GSL in 2023-2024 from
the severe plunge in containership charter rates that happened in
late 2022. Moreover, we believe the risk of charter rate amendments
or defaults by container liners (GSL's customers) is relatively low
in 2023-2024, given the unprecedent favorable freight rate
conditions and resulting windfall profits liners generated in
2021-2022. As a result, we forecast that GSL's S&P Global
Ratings-adjusted EBITDA will increase to $470 million-$490 million
in 2023-2024, from $449 million in 2022. Most of this EBITDA is
already contracted, based on GSL's current T/C coverage of close to
100% of its ship-available days for the remainder of 2023 and 85%
in 2024. GSL's contracted revenue totaled $2.11 billion as of March
31, 2023, which corresponds to 2.5 years of contract cover on a
twenty-foot equivalent unit (TEU) weighted basis. In addition to
higher EBITDA, continued mandatory debt amortization of about $200
million per year in 2023-2024 will facilitate deleveraging. We
forecast adjusted FFO to debt of about 50% in 2023 and 60%-70% in
2024, up from 40% in 2022. We also forecast adjusted debt to EBITDA
of about 1.8x in 2023 and 1.3x-1.5x in 2024, after 2.2x in 2022.

"Maintenance of lower leverage, consistent with a higher rating,
will depend on how much EBITDA normalizes and the company's
commitment to sustainably lower leverage. We expect GSL's EBITDA
will significantly reduce from 2025 based on rechartering at much
lower rates. After the severe plunge in containership rates from
all-time highs in late 2022, we believe rates in 2023-2025 will
remain significantly below the 2021-2022 averages. On the other
hand, another $145 million of scheduled debt amortization in 2025
will benefit GSL's credit ratios. We have not yet observed a track
record of, or commitment to, operating with leverage consistent
with a higher rating, and this currently constrains rating upside.

"We believe average T/C rates will remain under pressure but still
be profitable. The Clarksons Average Containership Earnings Index,
which indicates market spot charter rates, stood at around $26,400
per day on June 2, 2023. This is down from its average of $85,700
per day in the first half of 2022 and $50,800 per day in 2021, but
still above its pre-pandemic average of $13,700 in 2019. We believe
rates will remain under pressure in 2023 and 2024, given the
expectation of a large number of new vessel deliveries, in addition
to increasing uncertainty about freight volumes. Accelerating
containership supply will likely surpass demand growth in the
coming quarters. The industry's currently sizable order book
accounts for about 30% of the total global fleet, compared with an
all-time low of 8% in October 2020, according to Clarkson Research.
That said, we believe container liners (GSL's customers) will
implement measures to reduce capacity and manage excess supply with
tested tools such as blank sailings, slow steaming, rerouting,
swift capacity reallocation, and perhaps potential deferral of new
vessel deliveries. Accordingly, in our base case, we assume average
T/C rates over 2023-2025 will ultimately stabilize at profitable
levels, but significantly below the 2021-2022 averages.

GSL's purchase and rechartering of four containerships in 2023
increases its leverage only slightly. The purchase price for the
four 8,500 TEU ships, expected to contribute annual EBITDA of about
$38 million over the next two years, is $123 million (3.2x EBITDA).
GSL has raised new senior secured debt to help finance the
acquisition. Its typical target loan to value (LTV) ratio is 60%
for acquired ships under its financial policy. This would translate
into adjusted debt to EBITDA of 2.0x for the acquisition, which is
only slightly higher than our overall adjusted debt to EBITDA
forecast for GSL. If GSL adheres to a similar ratio for potential
future acquisitions and its shareholder distributions remain
prudent, this would likely support the company's ability to
maintain credit ratios commensurate with a 'BB+' rating. That said,
ratios would also depend on the future evolution of volatile
charter rates and counterparties continuing to honor their
commitments.

GSL's counterparty credit quality is currently robust. S&P notes
GSL's significant customer concentration risk, with 69% of its
contracted revenue from CMA CGM S.A. (BB+/Stable/B), Hapag-Lloyd AG
(BB+/Stable/--), and A.P. Moller - Maersk A/S (BBB+/Stable/--).
That said, these liners have improved their free operating cash
flow and liquidity, and reduced debt, resulting in stronger credit
metrics and upgrades in 2021-2022. S&P also understands that none
of GSL's counterparties has defaulted historically and the
counterparties' current credit quality benefits from windfall
profits generated by container liners in the past few years.
Furthermore, GSL has $126 million of advanced receipts from charter
hires on its balance sheet as of March 31, 2023.

The positive outlook reflects the possibility of an upgrade if GSL
maintains credit ratios consistent with a 'BB+' rating, especially
when EBITDA normalizes after 2024.

S&P could raise the rating if it believes that GSL is able and
willing to keep adjusted FFO to debt above 50%. This would be
contingent on industry conditions allowing the company to
re-charter its ships at rates consistent with its base case (or
better), and continued debt reduction in line with the mandatory
amortization schedule. Given the industry's inherent volatility, an
upgrade would also depend on the company maintaining an ample
cushion under the credit measures for potential EBITDA
fluctuations.

S&P said, "Furthermore, we would need to be convinced that
management's financial policy would not allow for significant
increases in leverage. This means, for example, that the company
would not unexpectedly embark on any significant debt-financed
fleet expansion without a sufficiently offsetting increase in
earnings. We would also expect to see excess cash applied for fleet
expansion or rejuvenation, with shareholder distributions remaining
prudent."

S&P could revise the outlook to stable if GSL is not on track to
achieve and maintain adjusted FFO to debt higher than 50% from
2024. This could result, for example, from an unexpected
significant deterioration in charter rate conditions, or from
weakening of container liners' credit quality that increases the
risk of amendments to existing contracts, delayed payments, or
nonpayment under charter agreements.

An outlook revision to stable could also follow any unforeseen
deviations of financial policy, such as GSL pursuing significant
and largely debt-funded investments in additional tonnage or
aggressive shareholder distributions, which would depress credit
metrics.

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


INEOS ENTERPRISES: S&P Gives BB Rating on EUR650MM Secured Loan
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue rating to the
approximately EUR650 million-equivalent senior secured term loan,
due 2030, to be issued by financial subsidiaries of INEOS
Enterprises Holdings Ltd. (Ineos Enterprises; BB/Stable/--),
specifically INEOS Enterprises Holdings II Ltd. and Ineos
Enterprises Holdings US Finco LLC.

Ineos Enterprises will use the proceeds from this transaction to
refinance the EUR330 million-equivalent U.S. dollar tranche of its
term loan B due in 2026. Also, the company is expected to use part
of the proceeds to repay the drawn portion of its securitization
facility of approximately EUR70 million. S&P estimates that,
following this issuance, Ineos Enterprises' gross debt will
increase by approximately EUR250 million. Because the incremental
cash proceeds will remain on balance sheet for general corporate
purposes, including potential bolt-on acquisitions, the transaction
is neutral to the company's overall debt profile at this time.

Issue Ratings - Recovery Analysis

Key analytical factors

-- The new EUR650 million-equivalent term loan B is rated 'BB',
with a '3' recovery rating, indicating recovery prospects of
50%-70% (rounded estimate: 65%).

-- The issue rating on the existing senior secured term loan B
debt facilities (also comprising a EUR780 million tranche due 2026)
remains unchanged at 'BB', in line with the issuer credit rating.
The recovery rating is '3', with recovery prospects of 50%-70%
(rounded estimate: 65%).

S&P notes that the proposed modifications provide Ineos Enterprises
increased flexibility under certain grower baskets, compared with
the existing provisions. In addition, the definition of excluded
jurisdictions is modified to include the Czech Republic, France,
Romania, and Spain. Ineos Enterprises' asset base includes two
composite facilities in Spain and France, that will no longer be
part of the guarantor base.

The recovery rating is supported by a comprehensive guarantor
package and the senior secured nature of the debt. The security
consists of first-priority liens on substantially all the obligors'
assets (excluding receivables, which will be pledged under the
securitization facility). Guarantors are expected to represent at
least 85% of the consolidated EBITDA and assets. The parent entity,
Ineos Enterprises Holdings Ltd., which consolidates all the
operating subsidiaries, is also a guarantor under the structure.

Recovery prospects are constrained by the substantial amount of
priority-ranking debt, which comprises the EUR250 million unrated
securitization facility.

In S&P's hypothetical scenario, a default in 2028 is triggered by a
deterioration in the company's operating performance in the wake of
a protracted economic downturn in the U.S. and Europe that causes a
sustained decline in end-market demand for its products, along with
margin pressure due to an inability to pass higher feedstock costs
on to customers.

S&P values Ineos Enterprises as a going concern given the company's
solid market position and large-scale integrated sites across the
U.S. and Europe.

Simulated default assumptions

-- Year of default: 2028

-- Jurisdiction: U.S.

Simplified waterfall

-- EBITDA at emergence: About EUR265 million

-- Implied enterprise value (EV) multiple: 5.0x anchor multiple
for the commodity chemicals industry

-- Minimum capex at 2.0% of revenue, based on the company's
average minimum capex requirement

-- Standard cyclicality adjustment of +10% for the commodity
chemicals industry

-- Operational adjustment of +35% to reflect the company's large
scale, integrated, and cost-competitive asset base. The adjustment
reflects the company's geographical and product diversity and is
also supported by its strategic focus on higher-grade products,
along with the vertical diversification in TiO2 business segment
following the acquisition of Ashta, leading to more resilient
profitability.

-- Gross EV at default: About EUR1,322 million

-- Net EV after administrative costs (5%): EUR1,256 million

-- Estimated priority claims (outstanding securitization program):
About EUR153 million*

-- Remaining recovery value: About EUR1,104 million

-- Estimated first-lien debt claims: EUR1,644 million*

-- Recovery range (on the existing and proposed term loan B only):
50%-70% (rounded estimate: 65%)

-- Recovery rating (on the existing and proposed term loan B
only): 3

*All debt amounts include six months of prepetition interest.
Securitization facility assumed 60% drawn at default.


MAC INTERIORS: High Court Judge Appoints Examiner
-------------------------------------------------
Breakingnews.ie reports that construction company MAC Interiors
Limited has a reasonable prospect of survival following an
expedited examinership process, its newly-appointed examiner has
told the High Court.

The company, which specialises in office fit-outs, sought the
court's protection from its creditors two weeks ago, and Kieran
Wallace, of Interpath Advisory, was appointed as interim examiner,
Breakingnews.ie relates.

The court heard previously that the firm had traded very
successfully in Ireland, the UK and continental Europe, with
clients including Microsoft, AIB, Ryanair, Pinterest, Barclays Bank
and Citibank, Breakingnews.ie recounts.

However, it was badly affected by the pandemic restrictions curbing
construction and subsequent inflation on construction materials,
Breakingnews.ie notes.

It also sustained significant losses from its involvement in a
project in Liverpool, England.  It advanced GBP14 million (EUR16.2
million) loans to a related company to pay subcontractors on the
job and these loans are not likely to be recovered, the court
heard, Breakingnews.ie relays.

While it has ongoing projects, the company, which has 41 full-time
employees following layoffs, has a projected deficit of about EUR9
million, Breakingnews.ie discloses.

On June 14, the court was told no creditor was objecting to
Mr Wallace being appointed as examiner, Breakingnews.ie recounts.

The Revenue Commissioner, MAC Interior's largest creditor, owed
some EUR11 million, was not objecting to the appointment, its
counsel, Sally O'Neill, said, Breakingnews.ie relates.

Mr Justice Michael Quinn was satisfied he had jurisdiction to
appoint the examiner to Newry-registered MAC Interiors on foot of
its own petition despite it being incorporated outside the European
Union, Breakingnews.ie notes.

He heard extensive submissions from Kelley Smith, senior counsel
for Mac Interiors Ltd, appearing with John Lavelle BL, to persuade
him the company's main centre of interest was in this State,
Breakingnews.ie discloses.

According to Breakingnews.ie, the judge said he would soon give a
written judgment explaining his decision, which is the first time
the High Court has appointed an examiner to a petitioning firm
incorporated outside this jurisdiction.

Through his senior counsel James Doherty, Mr Wallace informed the
court he envisages the firm's cash flow will be sufficient to cover
the examinership process, but he will continue to monitor this,
Breakingnews.ie states.

The company continues to receive support from most of its
subcontractors and clients, who have been largely unaffected by the
interim examinership as construction is ongoing, Mr Doherty said,
Breakingnews.ie notes.

Mr. Wallace is due to update the court again in early July,
Breakingnews.ie discloses.


NORMAN & UNDERWOOD: Set to Go Into Administration, Seeks Buyer
--------------------------------------------------------------
Grant Prior at Construction Enquirer reports that a glazing and
roofing contractor which has been in business for nearly 200 years
is urgently seeking a buyer to save it.

According to Construction Enquirer, owners of Leicester based
Norman & Underwood are working with Begbies Traynor to find a
buyer.

The company has also filed a notice of intention to appoint an
administrator, Construction Enquirer relates.

"The director is working with Begbies Traynor to try to secure a
sale of the business and assets of Norman and Underwood Limited,"
Construction Enquirer quotes a statement as saying.

"Any expressions of interest should be addressed to Richard Temple
at Eddisons richard.temple@eddisons.com "

Norman & Underwood is one of the UK's most established roofing,
structural glazing and building conservation contractors having
been established in 1825.

The firm has worked with major contractors including Kier Wates,
Willmott Dixon and Balfour Beatty.  The company currently employs
more than 65 people.


REVOCAR 2023-1: DBRS Finalizes BB(high) Rating on Class D Notes
---------------------------------------------------------------
DBRS Ratings GmbH finalized its provisional ratings to the
following classes of notes issued by RevoCar 2023-1 UG
(haftungsbeschrankt) (the Issuer):

-- Class A Notes at AAA (sf)
-- Class B Notes at A (high) (sf)
-- Class C Notes at BBB (high) (sf)
-- Class D Notes at BB (high) (sf)

DBRS Morningstar did not assign a rating to the Class E Notes also
issued in this transaction.

The rating on the Class A Notes addresses the timely payment of
interest and the ultimate repayment of principal by the legal final
maturity date. The ratings on the Class B Notes, Class C Notes, and
Class D Notes address the ultimate payment of interest and the
ultimate repayment of principal by the legal final maturity date.

The transaction represents the issuance of notes backed by a
portfolio of approximately EUR 500 million in receivables related
to amortizing loans and amortizing loans with a final, mandatory
balloon payment granted by the seller and the servicer, Bank11 für
Privatkunden und Handel GmbH (Bank11).

DBRS Morningstar based its ratings on a review of the following
analytical considerations:

-- The transaction capital structure, including form and
sufficiency of available credit enhancement;

-- Relevant credit enhancement in the form of subordination, the
liquidity reserve, and excess spread;

-- Credit enhancement levels that are sufficient to support DBRS
Morningstar's projected cumulative net loss assumptions under
various stressed cash flow assumptions;

-- The ability of the transaction to withstand stressed cash flow
assumptions and repay investors according to the terms under which
they have invested;

-- Bank11's capabilities with regard to originations,
underwriting, and servicing;

-- The transaction parties' financial strength with regard to
their respective roles;

-- The credit quality of the collateral, and the historical and
projected performance of the originator's portfolio;

-- DBRS Morningstar's sovereign rating on the Federal Republic of
Germany, currently at AAA with a Stable trend; and

-- The consistency of the transaction's legal structure with DBRS
Morningstar's "Legal Criteria for European Structured Finance
Transactions methodology" and the presence of legal opinions that
address the true sale of the assets to the Issuer.

TRANSACTION STRUCTURE

The transaction is static and begins to amortize from the first
interest payment date.

The transaction allocates payments on a combined interest and
principal priority of payments basis and benefits from an
amortizing EUR 5.0 million liquidity reserve that Bank11 funded at
closing. The liquidity reserve can be applied to cover senior
costs, payments under the interest rate swap agreement, and
interest on the Class A Notes only.

COUNTERPARTIES

BNP Paribas, Germany Branch (BNPSA-GB) is the Issuer's account bank
for the transaction. DBRS Morningstar privately rates BNPSA-GB, but
publicly rates its ultimate parent, BNP Paribas SA, at AA (low)
with a Stable trend. The transaction documents contain downgrade
provisions relating to the account bank consistent with DBRS
Morningstar's legal criteria where a replacement must be sought if
the long-term rating on the account bank falls below a specific
threshold ('A' by DBRS Morningstar). DBRS Morningstar considered
this threshold and the current rating on BNPSA-GB in its analysis.
The Issuer's accounts include the operating, the liquidity reserve,
the commingling reserve, the servicing fee reserve, and the swap
collateral accounts.

Unicredit Bank AG (Unicredit) is the swap counterparty for the
transaction. DBRS Morningstar privately rates Unicredit and
concluded that it meets the minimum criteria to act in its
capacity. The hedging documents contain downgrade provisions
consistent with DBRS Morningstar's criteria.

Notes: All figures are in euros unless otherwise noted.


W SERIES: Goes Into Administration, Explores Options
----------------------------------------------------
Sky Sports reports that W Series has gone into administration
following the early curtailment of the all-female motorsport
category's 2022 season.

The future of the competition, which debuted in 2019, had been in
doubt since the final two rounds of the 2022 campaign were
cancelled due to financial reasons, Sky Sports relates.

No announcement followed regarding a 2023 calendar, while the
creation of F1 Academy, another all-female category, created
further uncertainty over whether W Series would return, Sky Sports
notes.

It has now been confirmed that on June 14, Kevin Ley and Henry
Shinners of Evelyn Partners LLP were appointed joint
administrators, Sky Sports discloses.

According to Sky Sports, the administrators revealed that the one
member of staff who remained employed by the company has now been
made redundant, and promised to "explore all available options to
allow the W Series to restart in the future."

W Series began in 2019 on the support bill for DTM, but was unable
to continue in 2020 because of the Covid-19 pandemic.

The competition returned on Formula 1's support bill in 2021 and
remained there in 2022, with Britain's Jamie Chadwick claiming all
three titles.

"The news will be upsetting for the company's employees and drivers
together with the worldwide supporters of the championship," Ley
said.

"The company had been unable to commit to the 2023 race season due
to its liquidity position.

"The directors had been in discussions with various parties to
provide additional funding together with a potential sale of the
business.

"Unfortunately, these discussions did not progress."

Shinners added: "The joint administrators will explore all
available options to allow the W Series to restart in the future.

"We are seeking expressions of interest in the business and assets
of the company.  We would ask that any interest is registered with
us as quickly as possible.

"Staff had been made redundant or had left the business before our
appointment and it has unfortunately been necessary to make the
remaining staff member redundant.

"The joint administrators will be looking to support any staff
impacted by the administration, given the financial position of the
company, with making and progressing any claims with the Redundancy
Payments Office."




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

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

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

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

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

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

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

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



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

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

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

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