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

                          E U R O P E

          Wednesday, June 21, 2023, Vol. 24, No. 124

                           Headlines



A U S T R I A

NOVOMATIC AG: S&P Upgrades ICR to 'BB+', Outlook Stable


G E R M A N Y

A-BEST 21: Fitch Affirms BB Rating on Class E Notes
SPEEDSTER BIDCO: Fitch Alters Outlook on 'B' LongTerm IDR to Stable


I R E L A N D

METRON STORES: Goes Into Examinership


L U X E M B O U R G

ARVOS BIDCO: $100M Bank Debt Trades at 47% Discount
KERNEL HOLDING: Fitch Affirms LongTerm Issuer Default Ratings at CC


N E T H E R L A N D S

BRIGHT BIDCO: $300M Bank Debt Trades at 41% Discount


R U S S I A

IPOTEKA BANK: S&P Affirms 'BB-/B' ICR, Outlook Stable


S W E D E N

KLARNA HOLDING: S&P Assigns 'BB+/B' ICRs, Outlook Stable


U N I T E D   K I N G D O M

BURRY PORT: Goes Into Administration
CIRCULARITY SCOTLAND: Enters Administration, Ceases Operations
FRONERI INT'L: S&P Raises ICR to 'BB-' on Strong Revenue
ITHACA ENERGY: Fitch Affirms LongTerm IDR at 'B', Outlook Stable
ROBERT GODDARD: Awaits Decision on Company Voluntary Arrangement

THE BAKERY: Future in Doubt After Energy Costs Soar
THE VERY GROUP: Fitch Affirms LongTerm IDR at 'B-', Outlook Stable
[*] UK: Number of Business Insolvencies Increase in East Lancashire

                           - - - - -


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

NOVOMATIC AG: S&P Upgrades ICR to 'BB+', Outlook Stable
-------------------------------------------------------
S&P Global Ratings raised its long-term rating on Austrian gaming
group Novomatic AG to 'BB+' from 'BB'.

S&P's stable outlook is based on its expectation that Novomatic's
operating performance will remain sound as it integrates its latest
bolt-on acquisitions and invests in its core businesses (including
the online segment), such that leverage reduce further, toward
2.0x, while FOCF to debt remains at least 20%.

Novomatic demonstrated sound operating performance in 2022,
exceeding pre-pandemic levels, and its credit metrics have
significantly improved. Revenue, at EUR2.86 billion, increased by
55% compared with 2021 and 10% compared with 2019. Meanwhile,
EBITDA increased to EUR746 million, 30% up on last year and 12%
higher than in 2019. This was driven by a full recovery in both the
gaming technology (up 33% versus 2021) and gaming operations (up
72% versus 2021) segments, as the restrictions in all Novomatic's
markets were lifted last year. The group also made several small
acquisitions that contributed to earnings growth and formed part of
its international expansion strategy. These included the
acquisition of a majority share in the Italian HBG Group. In
addition, the group reduced its gross financial debt by about
EUR120 million by partly repaying its outstanding bond before its
2023 maturity date. Adjusted leverage improved to 2.2x, from 3.0x
in 2021. Free operating cash flow (FOCF) after leases also
recovered to EUR205 million in 2022 from EUR11 million in 2021,
while FOCF to debt reached 20% from 8% over the same period.

S&P Global Ratings anticipates further earnings growth, despite
rising regulatory pressure in Europe and the group's limited online
presence. S&P expects the group will continue to roll out its
expansion strategy by making small bolt-on acquisitions and
investments in its core markets and businesses, notably in the
online segment, which is growing fast and highly profitable, but
contributed only about 9% of revenue in 2022. This is well below
the 45%-90% that peers such as Aristocrat Leisure Ltd., Entain PLC,
or Flutter Entertainment PLC generate through their online
channels. S&P said, "Regulatory pressure is rising throughout
Europe, especially in Germany, but we anticipate that Novomatic
will harness its scale and leading position to help it absorb the
impact. Therefore, we forecast that revenue will rise to EUR3.2
billion in 2023, although EBITDA margins could contract to about
24% in 2023, from 26.1% in 2022." Increased marketing expenses and
rising energy and personnel costs could affect margins via the
effect on adjusted EBITDA (estimated at EUR765 million for 2023).

S&P said, "We expect adjusted leverage to decrease toward 2.0x in
2023 and cash flow to remain at least stable. This is commensurate
with management's target for reported leverage of below 2x (based
on company-reported net leverage); this measure stood at 1.7x at
the end of 2022. We expect FOCF after leases to stay relatively
stable at about EUR200 million in 2023, as higher taxes offset
higher earnings." Although cash generation has significantly
improved in 2022, it is still weaker than that of peers, largely
because of the product mix and lower exposure to the online
segment. FOCF to debt is likely to remain at about 20%.

Legal proceedings pose reputational risks and could constrain
Novomatic's ability to do business if current investigations lead
to prosecution or other legal actions. The Austrian economic and
corruption authorities' investigations into Novomatic, including
current and former employees, executives, and its shareholders,
continues. The allegations include attempting to illegally
influence gaming legislation and licensing in Austria and seeking
beneficial support from the government in return for favors. The
investigations are connected to broader allegations surrounding a
political scandal in Austria, which began in 2019, and are likely
to continue for some time. S&P said, "We understand that Novomatic
and named parties deny any wrongdoing and are defending themselves
against all allegations, and we believe the investigations have so
far had a minimal impact on Novomatic's business. However, the
longer the investigations continue, the more likely they are to
harm the group's reputation. We particularly note the potential
reputational damage that could stem from legal proceedings against
the company or connected parties." To maintain their gaming
licenses, gaming operators rely on their good standing with
regulators, as well as their reputation and that of their key
personnel. To date, Novomatic has retained its good standing and
reputation, but an escalation of the current legal issues would
complicate matters.

The stable outlook indicates that S&P expects Novomatic's operating
performance to remain sound in 2023 and that it will successfully
integrate its latest bolt-on acquisition and invest in its core
businesses, enabling S&P's adjusted leverage metric to drop toward
2.0x and FOCF to debt to remain about 20%.

S&P could downgrade the company if:

-- Changes in regulatory, competitive, or economic conditions in
Novomatic's key markets hampered profitability, such that adjusted
debt to EBITDA deteriorates toward 3x;

-- Cash flow generation underperforms S&P's base case, such that
adjusted FOCF to debt falls below 15%;

-- The company pursued material debt-financed acquisitions or
shareholder returns, such that the leverage ratios exceed S&P's
target ratio over a prolonged period, and the group appears to
deviate from its financial policy target; or

-- The investigations reveal unethical behavior, lead to
prosecution or other legal actions, or trigger significant
financial penalties. Although it is not S&P's base-case scenario,
S&P could consider lowering the rating if the investigations are
prolonged enough to taint Novomatic's reputation or standing in
operating or financial markets.

S&P views an upgrade as unlikely while the investigations remain
open. Over the longer term, it could raise the rating on Novomatic,
if:

-- The investigation is terminated with no detrimental outcome for
the group;

-- The group continues to expand its earnings base, gaining
operational scale, diversifying its product offering, and extending
its geographic reach, such that it consolidates a significant FOCF
after lease generation; and

-- The company increases its S&P Global Ratings-adjusted FOCF to
debt sustainably above 25% while maintaining adjusted leverage well
below 2x, and commits to a company-reported net leverage ratio
comfortably below this level.

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

S&P said, "Social factors are a moderately negative consideration
in our credit rating analysis of Novomatic. Like most gaming
companies, Novomatic is exposed to regulatory and social risks and
the associated costs related to increasing player health and safety
measures, prevention of money laundering, and changes to gaming
taxes and laws.

"Governance factors remain a negative consideration. We note the
ongoing investigation into allegations of potential corruption and
bribery involving the company and certain employees. Novomatic
denies involvement, is defending its position, and is cooperating
with authorities. We also note that as a privately held company,
the control and majority ownership of the group is held
predominately by its founding owner, and we believe that the
company is likely to prioritize the interests of its controlling
shareholder."





=============
G E R M A N Y
=============

A-BEST 21: Fitch Affirms BB Rating on Class E Notes
---------------------------------------------------
Fitch Ratings has upgraded Asset-Backed European Securitisation
Transaction Nineteen UG's (A-BEST 19) class B to E notes and
affirmed the class A notes. Fitch has also affirmed Asset-Backed
European Securitisation Transaction Twenty-One B.V.'s (A-BEST 21)
notes, as detailed below.

   Entity/Debt            Rating           Prior
   -----------            ------           -----
Asset-Backed European
Securitisation
Transaction
Twenty One B.V.

   A XS2367164493     LT AAAsf  Affirmed   AAAsf
   B XS2368146457     LT AAsf   Affirmed   AAsf
   C XS2368150210     LT Asf    Affirmed   Asf
   D XS2368152695     LT BBBsf  Affirmed   BBBsf
   E XS2368153156     LT BBsf   Affirmed   BBsf

Asset-Backed
European
Securitisation
Transaction
Nineteen UG

   Class A
   XS2247538023       LT AAAsf  Affirmed   AAAsf

   Class B
   XS2247538452       LT AAAsf  Upgrade    AA+sf

   Class C
   XS2247538619       LT AAsf   Upgrade    A+sf

TRANSACTION SUMMARY

The two-year revolving transactions are serviced by CA Auto Bank
S.p.A. Niederlassung Deutschland. A-BEST 19 consists of auto loan
receivables and A-BEST 21 consists of auto loan and lease
receivables, granted to German private and commercial obligors for
both transactions. The revolving period for A-BEST 19 ended in
December 2022 and A-BEST 21's revolving period is scheduled to end
in August 2023.

KEY RATING DRIVERS

Amortising Portfolio Reduces A-BEST 19 Risk: The revolving period
for A-BEST 19 ended in December 2022, which is credit positive, as
the notes have begun deleveraging and building additional credit
protection. It also means the transaction is now not exposed to the
risk of a weakening in the seller's underwriting policies, and
exposure to the economic cycle is shorter. Credit enhancement has
increased for all of A-BEST 19's notes, driving the upgrades.
A-BEST 21 remains in its revolving period which is due to end in
August 2023.

Unchanged Default Base Cases: Fitch has determined loan type is the
key default performance driver and therefore derived individual
default assumptions split by loan type. The default base cases for
balloon, formula and amortising loans are 3.5%, 2.5% and 3.0%,
respectively. The base case for leases remains 3.7%. These are
unchanged as Fitch has not received updated data on these sub-pools
and expects to see some stress on borrowers due to the increased
cost of living in Germany.

Defaults Reflect Uncertain Macroeconomic Environment: Fitch set its
base-case default assumptions between the financial crisis and more
recent vintages due to the volatile macroeconomic environment with
the war in Ukraine, high inflation and the resulting increase in
the energy and living costs. Fitch has kept its recovery base case
for loans and leases at 55.0% and 7.5%, respectively, in line with
its initial rating analysis.

Servicer-,Counterparty-Related Risks Addressed: Fitch deems
servicer discontinuity risk to be reduced even though there is no
back-up servicer in place. The assets are standard, which allows
for a simple transfer to a different servicer and the amortising
liquidity reserve provides at least four months of interest and
senior expenses coverage for the class A to E notes. Other
counterparty risks are adequately reduced in line with Fitch's
Structured Finance and Covered Bonds Counterparty Rating Criteria.

RATING SENSITIVITIES

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

A-BEST 19

Rating sensitivity to increased defaults:

Increase default rate by 10% / 25% / 50%

Class A: 'AAAsf' / 'AAAsf' / 'AAAsf'

Class B: 'AAAsf' / 'AA+sf' / 'AAsf'

Class C: 'AA-sf' / 'A+sf' / 'Asf'

Class D: 'Asf' / 'A-sf' / 'BBB+sf'

Class E: 'BBBsf' / 'BBB-sf' / 'BB+sf'

Rating sensitivity to reduced recoveries:

Reduce recovery rate by 10% / 25% / 50%

Class A: 'AAAsf' / 'AAAsf' / 'AAAsf'

Class B: 'AAAsf' / 'AAAsf' / 'AA+sf'

Class C: 'AAsf' / 'AA-sf' / 'A+sf'

Class D: 'Asf' / 'Asf' / 'A-sf'

Class E: 'BBBsf' / 'BBBsf' / 'BB+sf'

Rating sensitivity to increased defaults and reduced recoveries:

Increase defaults and reduce recoveries by 10% / 25% / 50% each

Class A: 'AAAsf' / 'AAAsf' / 'AA+sf'

Class B: 'AAAsf' / 'AAsf' / 'A+sf'

Class C: 'AA-sf' / 'Asf' / 'BBBsf'

Class D: 'Asf' / 'BBB+sf' / 'BB+sf'

Class E: 'BBBsf' / 'BB+sf' / 'B+sf'

A-BEST 21

Rating sensitivity to increased defaults:

Increase default rate by 10% / 25% / 50%

Class A: 'AA+sf' / 'AAsf' / 'A+sf'

Class B: 'AA-sf' / 'Asf' / 'A-sf'

Class C: 'A-sf' / 'BBBsf' / 'BBB-sf'

Class D: 'BBB-sf' / 'BB+sf' / 'BBsf'

Class E: 'BB-sf' / 'B+sf' / 'B+sf'

Rating sensitivity to reduced recoveries:

Reduce recovery rate by 10% / 25% / 50%

Class A: 'AAAsf' / 'AA+sf' / 'AA+sf'

Class B: 'AA-sf' / 'AA-sf' / 'AA-sf'

Class C: 'A-sf' / 'A-sf' / 'A-sf'

Class D: 'BBBsf' / 'BBB-sf' / 'BBB-sf'

Class E: 'BBsf' / 'BBsf' / 'BB-sf'

Rating sensitivity to increased defaults and reduced recoveries:

Increase defaults and reduce recoveries by 10% / 25% / 50% each

Class A: 'AA+sf' / 'AAsf' / 'Asf'

Class B: 'A+sf' / 'Asf' / 'BBB+sf'

Class C: 'A-sf' / 'BBBsf' / 'BB+sf'

Class D: 'BBB-sf' / 'BB+sf' / 'BB-sf'

Class E: 'BB-sf' / 'Bsf' / 'CCCsf'

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

A-BEST 19

Reduce defaults and increase recoveries by 25%

Class C: 'AAAsf'

Class D: 'AA+sf'

Class E: 'A+sf'

There is no upside sensitivity for the class A and B notes, as they
are at the highest rating on Fitch's scale and cannot be upgraded.

A-BEST 21

Reduce defaults and increase recoveries by 25%

Class B: 'AAAsf'

Class C: 'AAsf'

Class D: 'Asf'

Class E: 'BBB-sf'

There is no upside sensitivity for the class A notes, as they are
at the highest rating on Fitch's scale and cannot be upgraded.

DATA ADEQUACY

A-BEST 19 and A-BEST 21 Fitch has checked the consistency and
plausibility of the information it has received about the
performance of the asset pools and the transactions. Fitch has not
reviewed the results of any third party assessment of the asset
portfolio information or conducted a review of origination files as
part of its ongoing monitoring.

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

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

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

ESG CONSIDERATIONS

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


SPEEDSTER BIDCO: Fitch Alters Outlook on 'B' LongTerm IDR to Stable
-------------------------------------------------------------------
Fitch Ratings has revised the Outlook on Speedster Bidco GmbH's
(AutoScout24; AS24) Long-Term Issuer Default Rating (IDR) to Stable
from Negative and affirmed the IDR at 'B'. Fitch has also affirmed
AS24's first- and second-lien term loans' senior secured ratings at
'B+' and 'CCC+' with Recovery Ratings of 'RR3' and 'RR6',
respectively.

The revision of the Outlook to Stable follows the new and used car
market recovery leading to better visibility of AS24's EBITDA
growth for 2023-2024, and increased likelihood that the company
will reduce leverage to below downgrade sensitivities over the next
12 to 18 months. The Stable Outlook also considers solid organic
deleveraging capabilities, given strong free cash flow (FCF)
generation, and the absence of near-term refinancing risks with
long-dated debt maturities in 2027-2028.

The 'B' IDR reflects AS24's high leverage and aggressive financial
policy, as well as its entrenched position in key markets as a
leading European digital marketplace, robust business model and
defensible end-markets.


KEY RATING DRIVERS

Leadership Reflects Network Effect: AS24 is a pan-European
automotive classifieds group operating in Germany, Italy, the
Netherlands and Belgium. It occupies the top position in all of its
markets except Germany, where it is second only to mobile.de. The
competitive environment is stable, and well-known platforms have a
significant advantage over new or smaller challengers. This results
in a positive feedback loop for market leaders, with more listings
that generate greater traffic as consumers gravitate towards
channels offering a better selection, and increasing leads and
listings as a result.

High Leverage, Deleveraging Capacity: Fitch expects AS24's
Fitch-defined EBITDA gross leverage to reduce from its peak of 8.7x
at end-2022 to 7.3x in 2023 and to 6.8x in 2024, supported by
EBITDA growth and assuming no new debt-funded acquisitions. Fitch
had expected leverage to be above the downgrade threshold of 7.0x,
but the increase in 2022 was more pronounced than Fitch
anticipated. The rise in leverage was affected by weak EBITDA and
the debt-funded acquisition of AUTOproff (an auction platform) in
2H22.

Return to Growth from 2023: Fitch expects AS24 to return to EBITDA
growth from 2023 after relatively weak 2022 results. In 2022 AS24's
Fitch-defined EBITDA decreased by 7% to EUR142 million (on a
reported basis), reflecting the pressures on dealer and advertising
revenues as well as growth initiatives in digitalisation and new
products, which Fitch does not anticipate to continue in 2023.

Its rating case envisages EBITDA growing by 19% in 2023 to EUR169
million, as some of the temporary negative impacts fade away and
supported by price increases implemented in 1Q23. Fitch also
expects some positive contribution from AUTOproff in absolute
terms, although its impact is most likely to be margin dilutive.

Brighter Industry Prospects: The European automotive classifieds
market has started recovering in 2023, evidenced by growth in
dealer listings reported by AS24 and its competitors. Dealer
listings demonstrate gradual growth from end-2022, after a trough
at end-2021-1H22. The increased number of listings is supported by
higher car production and registration volumes, following the
easing in supply chain constraints. This is also supported by
continued pent-up demand from customers that could not replace
their cars due to car shortages in the previous two years.

Somewhat weaker economic conditions, which dampen consumer
confidence, may be beneficial for the automotive classifieds as
listings stay longer on the market places' websites.

Car Registrations Trends: New passenger car registrations in EU
have been growing for the ninth consecutive month since August
2022, with growth of 17.8% in 4M23, according to the European
Automobile Manufacturers' Association. Car registrations in Germany
and Italy, AS24's two largest markets, increased by 7.9% and 26.9%,
respectively, in 4M23. However, sales and production volumes are
still considerably below pre-pandemic levels and Fitch expects it
might take a few years for the industry to reach its 2019 levels.

Used-Car Market Counter-cyclical: Car dealers are
capital-constrained, as they must fund the holding of inventory
prior to sale. This incentivises them to drive turnover and
increase profitability. In a downturn, dealers initially increase
listings to try and sell inventory more quickly. Together with a
consumer tendency to purchase used (rather than new) cars during a
recession or downturn such as the pandemic, this protects AS24 from
a cyclical decline, especially as online classifieds spend is a
small portion of dealers' monthly expenses.

FCF Weakening, but Remains Healthy: Its current rating case
envisages AS24's FCF margin to weaken to around 10%-16% in
2023-2026 from above 20% Fitch expected in the previous year. The
decrease in the FCF margins will be primarily driven by growth in
interest expenses and to a lesser extent, some EBITDA margin
dilution due to AUTOproff. However, the FCF margin will remain
strong for the rating. This strong FCF generation allows us to
tolerate temporary increases in leverage.

Aggressive Financial Policy: Fitch views the financial policy
adopted by AS24's shareholders as aggressive in line with other
leveraged buyout transactions. Following its high starting FFO
leverage of 9.8x in 2020, AS24 debt-funded two acquisitions of
LeasingMarkt in 2020 and AUTOproff in 2022. In addition, it made a
voluntary prepayment of a significant portion of a subordinated
shareholder loan in 2021, using proceeds from the sale of one of
its Finanzcheck subsidiaries. The shareholder loan repayment was
permitted under loan documentation. Fitch treats this payment as an
equity repurchase, given that the shareholder loan is classified as
equity.

DERIVATION SUMMARY

Compared with media peer Traviata B.V. (B/Stable), AS24 has higher
leverage, smaller scale and limited diversification, as its revenue
is derived mainly from online auto classifieds, compared with
Traviata's more complete offering of job and real-estate
classifieds, marketing media and news. However, AS24 is exposed to
potentially less cyclical end-markets, providing solid
profitability, stability in cash flows and a higher FCF margin.

Adevinta ASA (BB/Stable), which owns AS24's German competitor
mobile.de and eBay Classifieds, has larger scale and greater
diversification. In addition, lower starting leverage and faster
deleveraging support the higher rating, despite Adevinta's
lower-margin classifieds business than AS24's.

Pre-pandemic, AS"4 had similarly high leverage as used-vehicle
marketplace Constellation Automotive Group Limited (CAG,
B-/Negative), but higher EBITDA and FCF margins, making leverage
the main rating constraint. Fitch expects CAG's profit generation
to be weakened by the challenging operating environment and CAG's
EBITDA gross leverage to remain above the negative threshold
sensitivity of 8.5x until FY25.

KEY ASSUMPTIONS

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

- Revenue of EUR340 million in 2023, growing by about 4-5% in
  2024-2026

- Fitch-defined EBITDA margin at about 50% in 2023, gradually
  increasing to about 52% in 2026

- Cash tax of about EUR20 million in 2023, gradually increasing
  to about EUR27 million in 2026

- Capex at 5.0%-5.5% of revenue per year in 2023-2026

- Cash outflow related to non-recurring items at EUR10 million
  in 2023, decreasing to EUR5 million per year in 2024-2026

- M&A of around EUR20 million per year in 2023-2026, including
  earn outs and put options related to LeasingMarkt and
  AUTOproff acquisitions

- Working-capital requirements at EUR3 million per year in
  2023-2026

- Cash outflow to other investing and financing activities at
  EUR20 million per year in 2023-2026

- No dividends

Recovery Assumptions:

- The recovery analysis assumes that AS24 would be considered a
  going concern (GC) in bankruptcy and that it would be
  reorganised rather than liquidated

- A 10% administrative claim

- GC EBITDA estimate of EUR110 million reflects Fitch's view of
  a sustainable post-reorganisation EBITDA, upon which Fitch
  bases the valuation of the company. In a restructuring
  scenario, the stress on EBITDA could result from a loss of
  market share, increase in competitive pressure or a higher
  churn rate (for example, due to unsuccessful price increases
  to dealers).

- An enterprise value multiple of 6.0x is used to calculate a
  post-reorganisation valuation. This reflects AS24's leading
  market positions in several countries, and its resilient
  and highly cash-generative business.

- Fitch calculates the recovery prospects for the senior
  secured instruments, including a EUR927.5 million first-lien
  term loan, EUR85 million Viking additional facility and a
  fully drawn revolving credit facility (RCF) of EUR83.5
  million at 54%, which implies a one-notch uplift from the
  IDR to arrive at a 'B+' senior secured rating with a Recovery
  Rating of 'RR3'. For the EUR225 million second-lien term
  loan, recovery is 0%, implying two notches down from the IDR
  to 'CCC+' with a Recovery Rating of 'RR6.'

RATING SENSITIVITIES

Factors That Could, Individually Or Collectively, Lead To Positive
Rating Action/Upgrade

- Fitch-defined EBITDA gross leverage below 5.0x on a sustained
basis

- Fitch-defined EBITDA interest cover above 4.0x

Factors That Could, Individually Or Collectively, Lead To Negative
Rating Action/Downgrade

- Fitch-defined EBITDA gross leverage above 7.0x on a sustained
basis

- FCF margin below 10% or FCF to gross debt below 2.5%

- Fitch-defined EBITDA interest cover below 2.0x

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: AS24 had adequate liquidity at end-December
2022, supported by a cash balance of EUR62.4 million (excluding
cash in escrow accounts) and an undrawn RCF of EUR83.5 million. The
first- and second-term lien term loans are due in 2027 and 2028,
respectively, reducing refinancing risk.

ISSUER PROFILE

AS24 is one of the largest European digital automotive classifieds
platforms that offers listing platforms for used and new cards,
motorcycles and commercial vehicles to dealers and private
sellers.

ESG CONSIDERATIONS

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

   Entity/Debt             Rating           Recovery     Prior
   -----------             ------           --------     -----
Speedster Bidco GmbH  LT IDR B       Affirmed             B

   senior secured     LT     B+      Affirmed    RR3      B+

   Senior Secured
   2nd Lien           LT     CCC+    Affirmed    RR6      CCC+




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

METRON STORES: Goes Into Examinership
-------------------------------------
BBC News reports that the company which runs the Iceland
supermarket franchise in the Republic of Ireland has been placed
into examinership.

Examinership is similar to administration in the UK and is a
process allowing a financially troubled company time to seek new
investment.

Metron Stores Ltd has operated the Iceland stores in the Republic
of Ireland since March of this year.

Last week, the firm was ordered to withdraw all imported frozen
food of animal origin,
BBC relates.

According to BBC, the Food Safety Authority of Ireland (FSAI) said
the order applied to products imported into the Republic of Ireland
since March 3.

In addition, the FSAI directed the company to recall affected
products and advised consumers not to eat any of the implicated
food.

The authority said there was "inadequate evidence of traceability"
of imported frozen food from the retailer, BBC notes.




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

ARVOS BIDCO: $100M Bank Debt Trades at 47% Discount
---------------------------------------------------
Participations in a syndicated loan under which Arvos BidCo Sarl is
a borrower were trading in the secondary market around 52.9
cents-on-the-dollar during the week ended Friday, June 16, 2023,
according to Bloomberg's Evaluated Pricing service data.

The $100 million facility is a Term loan that is scheduled to
mature on August 29, 2023.  The amount is fully drawn and
outstanding.

The purpose of the Company is the acquisition, holding (including
administration, management and development) and sale of
transferable securities or shareholdings in any Luxembourg and/or
foreign company and company in its own name and for its own account
.The Company's country of domicile is Luxembourg.


KERNEL HOLDING: Fitch Affirms LongTerm Issuer Default Ratings at CC
-------------------------------------------------------------------
Fitch Ratings has affirmed Kernel Holding S.A.'s Long-Term Foreign-
and Local-Currency Issuer Default Ratings (IDR) at 'CC'.

The affirmation reflects its assumption that the waivers that are
currently in place and maturing end-June 2023 allowing the company
to delay repayment of its bank facilities, will be extended. This
assumption means the company preserves its liquidity at sufficient
levels to continue its operations and servicing debt without
entering into default-like events. Inability to obtain lenders'
consent to delay payments by 30 June 2023 would likely lead to a
downgrade.

Kernel remains challenged by the difficult operating environment
since Russia's invasion of Ukraine, with severe disruptions in its
export activities. The company continues to operate with relatively
healthy results, with Fitch-estimated EBITDA at above USD400
million in the financial year ending June 2023 (FY23) . However,
there is significant uncertainty about further changes in operating
conditions that may affect harvest volumes in Ukraine and access to
the grain export corridor. This creates significant risks of lower
profitability for FY24.

Liquidity is supported by a strong cash balance at end-March 2023,
but it may deteriorate quickly if the waiver is not granted, given
limited access to capital markets for Ukrainian corporates.

KEY RATING DRIVERS

Rating Assumes Waiver Extension: Kernel signed a waiver agreement
with creditors in 2022 for the postponement of bilateral loan
maturities until June 2023. Fitch understands that the group has
requested and is negotiating a waiver extension on the postponement
of principal repayments. Fitch assumes renewal of the waiver, given
the record of ongoing support since the Russian invasion in
February 2022. Kernel has been servicing interest payments and
partial repayments based on the cash-sweep mechanism on the entire
pool of its outstanding corporate debt so far but would like to
preserve liquidity by delaying the principal repayment.

The waivers mostly relate to Kernel's senior secured bank debt,
which represents 60% of its total financial obligations. The
borrowings include drawings under pre-export facilities pledged
against commodities as well as other bilateral secured and
unsecured loans. Repayment of most of the facilities is reliant on
proceeds from exports, which have been constrained.

Increasing Refinancing Risk: Fitch views refinancing risk for
Kernel's USD300 million bond maturing in October 2024 as high.
Significant uncertainty and operation disruption risks related to
Russia's invasion of Ukraine could result in limited access to
capital markets for Kernel by the time of the bond maturity. Fitch
estimates that the company's available cash balance of USD881
million as of March 2023 (USD679 million at December 2022) and
expected modest free cash flow (FCF) generation in 2023 would allow
it to repay the notes. However, this would exhaust materially cash
needed for working capital financing.

Moratorium on Foreign Currency Debt Service Unclear: The National
Bank of Ukraine has introduced a moratorium on cross-border
foreign-currency payments, potentially limiting companies' ability
to service their foreign-currency obligations. Exceptions can be
made but it is unclear how these will be applied in practice, given
disruption due to the ongoing conflict and martial law in the
country. In addition, cash generated from exports and Kernel's
large cash balance kept outside Ukraine (around 90% of cash as of
end-2022) have to be repatriated to Ukraine within 180 days, which
could constrain Kernel's ability to service its foreign-currency
debt in the near term.

Deteriorated Operating Conditions: The rating reflects operational
disruptions since the Russian invasion. There is high uncertainty
about the extent of Russia's ultimate objectives, the length,
breadth and intensity of the conflict, and its aftermath.
Disruption to operations and electricity outages have been high,
which have led to reduced utilisation of capacity and increased
production and logistic costs. Consequently, the next grain harvest
in Ukraine (FY24) is expected to be substantially reduced, which is
likely to affect Kernel's crushing and trading volumes.

Uncertainty on Export Routes Availability: The Black Sea Grain
initiative allows Kernel to continue exports via Black Sea ports,
although this commercial route presents challenges such as
bottlenecks from delayed inspections or limited quotas, resulting
in lower export volumes during 9MFY23. Despite the availability of
alternative options for sunflower and some grain exports, this
corridor remains important for Kernel (it accounts for 87% of
group's export volumes as of 1H23), as it has lower logistics costs
and is vital for large-scale trading operations.

The grain deal expires in July 2023 and future allowances are
unclear. Risks to Kernel's grain exports therefore remain high,
while oilseed exports could see a margin reduction linked to
utilisation of alternative routes.

DERIVATION SUMMARY

Kernel's rating is mainly driven by the high level of credit risks
related to a weak operating environment and high refinancing risks
for the upcoming maturity of its USD300 million senior unsecured
bond in 2024.

KEY ASSUMPTIONS

- Revenue decline of 47% and 36% in 2023 and 2024 due to
  lower export volumes and assumed reduction in soft
  commodity prices.

- EBITDA margin at 16.4% in 2023, declining to 8% in 2024

- Capex of USD100 million in 2023 and USD170 million in 2024

- Cash inflow of USD100 million and USD90 million in 2023
  and 2024, respectively, from the sale of agricultural land

- No dividends

KEY RECOVERY RATING ASSUMPTIONS

The recovery analysis assumes that Kernel would be considered a
going concern in bankruptcy and that it would be reorganised rather
than liquidated. Fitch has assumed a 10% administrative claim.

Kernel's going-concern EBITDA is based on 2020 EBITDA, i.e., before
the Russian invasion of Ukraine and the high point of the
agricultural commodities cycle in 2021. Fitch has discounted this
by around 50% to reflect potential continued disruptions in exports
and local operations resulting from Russia's invasion,
vulnerability to FX risks and the volatility of grain and sunflower
oil prices. The USD200 million GC EBITDA estimate reflects its view
of a sustainable, post-reorganisation EBITDA level, upon which
Fitch bases the valuation of Kernel.

Fitch uses an enterprise value/EBITDA multiple of 4x to calculate a
post-reorganisation valuation and to reflect a mid-cycle multiple.
The multiple is the same as that for MHP, a Ukrainian poultry
producer.

Fitch considers Kernel's pre-export finance (PXF) as fully drawn in
its analysis as it is already at its limit. Senior unsecured
Eurobonds rank after senior bank loans secured by property plant
and equipment and short-term debt incurred at operating companies,
i.e., mostly PXF secured by inventories.

The principal waterfall analysis generates a ranked recovery for
the senior unsecured debt in the 'RR6' category, leading to a 'C'
rating for the senior unsecured bonds. The waterfall analysis
output percentage based on current metrics and assumptions is 0%.

RATING SENSITIVITIES

Factors That Could, Individually Or Collectively, Lead To Positive
Rating Action/Upgrade

- An upgrade is unlikely at this point. The resumption of export
activities, an improved liquidity position and a relaxation of the
restrictions on cross-border FX payments would be positive for the
rating

Factors That Could, Individually Or Collectively, Lead To Negative
Rating Action/Downgrade

- Evidence of a default or default-like event including, entering
into a grace period, entering a temporary waiver or standstill
following non-payment of a financial obligation, announcement of a
distressed debt exchange or uncured payment default.

LIQUIDITY AND DEBT STRUCTURE

Potentially Weakening Liquidity: As of March 2023, the company had
USD881 million of cash (with a large portion held offshore) on
balance sheet, which the company aims to utilise for its
agricultural operations. Together with pending proceeds from asset
divestment of USD90 million, this is sufficient for operational
needs and to face the next semi-annual coupons of USD20 million on
the USD300 million 6.5% bond and USD300 million 6.75% bond in
October 2023.

Lenders accommodated the request on the upcoming maturities on
bilateral loans, but extension of the waiver after June 2023 will
be essential to avoid liquidity tensions. Fitch also believes that
the company's access to the undrawn facilities (USD10.7 million
plus USD180 million under negotiation with international financial
institutions) is compromised.

ISSUER PROFILE

Kernel is the world's largest sunflower oil producer and exporter.

ESG CONSIDERATIONS

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

   Entity/Debt             Rating                 Recovery   Prior
   -----------             ------                --------   -----
Kernel Holding S.A.  LT IDR     CC       Affirmed           CC

                     LC LT IDR  CC       Affirmed           CC

                     Natl LT    CC(ukr)  Affirmed          CC(ukr)


   senior
   unsecured         LT         C        Affirmed    RR6    C




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

BRIGHT BIDCO: $300M Bank Debt Trades at 41% Discount
----------------------------------------------------
Participations in a syndicated loan under which Bright Bidco BV is
a borrower were trading in the secondary market around 58.6
cents-on-the-dollar during the week ended Friday, June 16, 2023,
according to Bloomberg's Evaluated Pricing service data.

The $300 million facility is a Payment in kind Term loan that is
scheduled to mature on October 31, 2027.  The amount is fully drawn
and outstanding.

Amsterdam, The Netherlands-based Bright Bidco B.V. designs and
manufactures discrete semiconductor devices and circuits for light
emitting diodes (LEDs). The Company's country of domicile is the
Netherlands.




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

IPOTEKA BANK: S&P Affirms 'BB-/B' ICR, Outlook Stable
-----------------------------------------------------
S&P Global Ratings affirmed its 'BB-/B' long- and short-term issuer
credit ratings on Uzbekistan-Based Ipoteka Bank. The outlook is
stable. S&P also affirmed the issue credit rating on the bank's
senior unsecured debt at 'BB-'.

On June 13, 2023, OTP Bank PLC acquired the initial 75% of the
Uzbekistan government's 98% share of Ipoteka Bank JSCM's
(Ipoteka's) equity, under an agreement signed between OTP and the
Uzbekistan Ministry of Finance and Ministry of Investments and
Foreign Trade in December 2022. The deal will see OTP acquire the
remainder of the 98% within three years.

S&P said, "We expect Ipoteka Bank to benefit from the integration
with OTP Bank following the acquisition of 75% of 98% share capital
by OTP.In December 2022, OTP Bank PLC (BBB-/Stable/A-3) signed a
deal with the Uzbekistan Ministry of Finance and Ministry of
Investments and Foreign Trade to acquire 98% of Ipoteka's equity in
two steps: 75% of the 98% initially, with the remainder within
three years after the financial close of the first transaction. The
initial transaction was closed on June 13, 2023. We expect the
integration process to start immediately following the closure of
the first transaction. In our view, the strong track record of
OTP's acquisitions in Eastern Europe suggests the group should be
able to introduce and implement the integration plan for Ipoteka
promptly within the next 12-18 months.

"We assigned Ipoteka a moderately strategic status to OTP. We
expect Ipoteka to be able to benefit from OTP's expertise in retail
banking, improve its client offering, and introduce better
standards of corporate governance and more advanced risk management
systems. This could positively differentiate the bank from peers in
Uzbekistan. At the same time, the acquired bank is relatively small
compared with the size of the group and the Uzbekistan market,
although it has some growth potential. In our view, this means the
group may provide some support to its subsidiary in Uzbekistan in
the case of need.

"Our ratings on Ipoteka remain unaffected by the acquisition. We
could rate Ipoteka one notch higher than its stand-alone credit
profile to reflect potential extraordinary support from OTP.
However, we cap the ratings on the bank at the level of our
long-term sovereign credit rating on Uzbekistan because, in our
view, the group would not be able to fully mitigate the stress
associated with a hypothetical sovereign default.

"Although the exact details of the new growth strategy to be
developed by OTP for Ipoteka are not known at this stage, we expect
the bank will retain its retail focus and leading positions in
providing mortgage loans in Uzbekistan. We will update our analysis
when we have a better understanding of the future growth strategy
for Ipoteka under the OTP group umbrella; the efficiency and speed
of the bank's integration into the OTP group; and the integration's
potential benefits to Ipoteka's business profile, product offering,
risk management system, and corporate governance."

Ipoteka will have to rethink its funding profile following the
acquisition by OTP, because the government will have less incentive
to provide funding. Deposits from the Uzbekistani government
comprised 40% of Ipoteka's deposits as of April 1, 2023. Most
government funding is provided for government-subsidized
mortgage-lending programs, and matures beyond 2028. S&P said, "We
expect Ipoteka will continue its participation in these programs,
and will therefore retain access to government funds to finance
these programs. We therefore think the current funding structure
will remain broadly stable over the next 12 months. At the same
time, because Ipoteka is no longer majority controlled by the
government, we think the government might be less incentivized to
provide funding to the bank, and the bank might explore other
possibilities to access the domestic and external funding market
with OTP's help."

S&P said, "We think the risk of immediate government funding
outflow is low. Given Ipoteka's market share of about 14.2% in
total retail lending and about 25% in mortgages, we think the
government has an interest in the bank being able to continue
providing these important services to the population, and would
therefore avoid putting a sudden strain on Ipoteka's liquidity."
Furthermore, the government would benefit from a profitable growth
until the divestiture of the remaining shares.

Ipoteka continues to have high systemic importance in Uzbekistan
because of its public policy role in financing residential
mortgages and its leading share in the mortgage lending market.In
our view, this means the government will act carefully when
considering potential changes to the allocation of its funds within
the sector. In addition, the privatization of Ipoteka is the first
meaningful privatization case in the country's banking sector, and
the government is likely aware of the potential reputational risk
that could affect its privatization agenda. S&P said, "At the same
time, we think that the likelihood of extraordinary support from
the government has diminished considering the recent sale of a
controlling stake to OTP. Furthermore, we understand that Ipoteka
will no longer play the role of the main servicer of Uzbekistan's
treasury. We therefore no longer consider Ipoteka as a
government-related entity for Uzbekistan."

The stable outlook on Ipoteka reflects S&P's expectation that the
bank will maintain adequate capital and stable funding and remain
the leading mortgage bank in Uzbekistan over the next 12 months.

S&P could take a negative rating action on Ipoteka if it took a
similar action on Uzbekistan.

A positive rating action on Ipoteka would hinge on a positive
rating action on the sovereign, all else remaining equal.

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




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

KLARNA HOLDING: S&P Assigns 'BB+/B' ICRs, Outlook Stable
--------------------------------------------------------
S&P Global Ratings assigned its 'BB+' long-term and 'B' short-term
issuer credit ratings to Sweden-based non-operating holding company
(NOHC) Klarna Holding AB. The outlook is stable.

S&P said, "The ratings on Klarna Holding reflect our assessment of
the 'bbb-' group credit profile (GCP) for its consolidated
activities with Klarna Bank, as well as Klarna Holding's NOHC
status. As a result, its creditors are structurally subordinated to
those of the operating bank subsidiary. Klarna Holding owns 99.8%
of Klarna Bank and has no other businesses. Our assessment of a
'bbb-' GCP reflects Klarna's strong brand recognition, its unique
digital platform, and strong position in the e-commerce market. It
also mirrors the group's adequate capitalization to cover the risks
in its rapidly expanding loan book, underpinned by short-term and
small consumer loans and its lack of track record for profitable
growth. Although Klarna's deposit franchise is potentially more
price and confidence sensitive than that of diversified European
banks, we note a high level of fixed-term deposits, sound
asset-liability management, and ample liquidity buffers."

Klarna Holding is the parent of Klarna Bank, representing its only
investment. The NOHC does not have any other businesses or material
investments other than the operating banking subsidiary. The NOHC
was created in 2005 and is incorporated in Sweden.

S&P said, "We expect Klarna Holding will issue hybrid capital
instruments. We understand that the NOHC may issue hybrid
instruments, such as Tier 2 instruments, for the group to avoid
regulatory haircuts between the nominal amount of the instrument
and the amount recognized in regulatory capital.

"The stable outlook on Klarna Holding reflects our expectation that
the Klarna group can defend its strong and expanding e-commerce
position in its core markets, while becoming profitable over the
next two years. Furthermore, we expect the group will leverage the
possible verticals seen in the payment and banking segment to
further diversify its revenue streams while successfully managing
the operational, information technology, cybersecurity, and
regulatory tail risks embedded in its business model.

"In our base case, we assume that, despite continuous investments
in its business and technology, the group will return to
profitability by 2024, allowing it to finance growth through
retained earnings while maintaining a risk-adjusted capital (RAC)
ratio comfortably above 10%.

"We could lower the rating on Klarna Holding in the next 12-24
months if we were to lower the GCP on the Klarna group.
Specifically, a GCP below the investment-grade level ('BB+' or
lower) would result in a two-notch downgrade on the NOHC."

This could materialize if Klarna's earnings became dominated by
higher-risk markets or products, while the group departed from its
current underwriting standards, leading to a material increase in
credit losses and weaker asset quality. This could change S&P's
view of the group's combined capital and risk position to being a
material rating weakness. Stiffer competition in Klarna's
e-commerce segment could also squeeze margins and overall earnings
capacity and put the group's franchise strengths at risk and weaken
the RAC ratio below 10% (absent further injections), or both.

S&P could raise the rating on Klarna Holding in the coming 12-24
months if the Klarna group demonstrated successful execution of its
ongoing strategic shift to profitability, leading to sustained
earnings and a RAC ratio comfortably above 10%. This could be
supported by progress in several areas, including a broadened
financial product offering that diversifies Klarna's revenue
streams, with an improving loan-loss track record, significant
improvements in cost efficiency, and achievement of a stronger
market position with a wider consumer and merchant base in its key
markets.

An upgrade would also be conditional on showing a stable and more
diversified funding profile, evidenced by a solid deposit franchise
and access to alternative funding sources. Furthermore, an upgrade
would depend on S&P's view that Klarna's overall creditworthiness
had improved relative to that of peers.

Environmental, Social, And Governance

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

S&P sees environmental, social, and governance credit factors for
Klarna group as broadly in line with those of the industry and
domestic peers.

S&P does not currently see environmental factors influencing its
creditworthiness more negatively than the industry average.

Klarna's focus on consumer lending and payments could be subject to
increasing regulatory scrutiny, but S&P has not observed any
imminent litigation risks -- such as those linked to
anti-competitive practices or consumer protection -- against
Klarna. In S&P's view, Klarna follows adequate governance
standards, in line with Swedish peers, albeit risk management and
control risks are heightened in its current phase of rapid growth.




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

BURRY PORT: Goes Into Administration
------------------------------------
Richard Youle at Nation Cymru reports that Burry Port, the company
which operates Carmarthenshire's only harbour has gone into
administration.

According to Nation Cymru, Carmarthenshire Council, which awarded a
150-year lease to Burry Port Marina Ltd in 2018, said it was
working with administrators.

But the company's director, Chris Odling-Smee, said the
administration order was to protect the business while a capital
refinancing deal went through, and that the intention was to fulfil
its responsibilities at the harbour, which is home to a lifeboat
station and badly needs dredging, Nation Cymru relates.

The council's cabinet was given an update by Councillor Gareth
John, who has the regeneration, leisure, culture and tourism brief,
on Monday, June 19, Nation Cymru notes.

He said senior officers were liaising with administrators and that
the outcome the authority sought was a safe, fully-functioning and
attractive harbour, Nation Cymru relays.

He added that discussions were "live and dynamic" and he wasn't at
liberty to go into detail.

In response, the council said it had served Burry Port Marina Ltd
with a legal notice outlining breaches of the lease, along with a
requirement for a clear, measurable, and time-bound plan of action
to address concerns, Nation Cymr discloses.

According to Nation Cymr, Mr. Odling-Smee told the Local Democracy
Reporting Service three months ago that the company "weren't
quitters" and remained committed to Burry Port harbour, despite it
being a loss-making operation.

Speaking again on June 19, Mr. Odling-Smee, as cited by Nation
Cymr, said he acknowledged that the council wanted a resolution and
the repayment of money owed by the company, which is in arrears.

"The administration order is to protect the business while we
complete on a capital refinancing process, which is progressing,"
he said.

Completion of the deal, he said, was "still some weeks away".

Parent company The Marine and Property Group and most of its
subsidiary businesses have entered administration, Nation Cymr
relates.

"We have no intention of not paying creditors through this
process," said Mr. Odling-Smee.


CIRCULARITY SCOTLAND: Enters Administration, Ceases Operations
--------------------------------------------------------------
Terry Murden at Daily Business reports that Circularity Scotland,
the body expected to manage a controversial bottle and can
recycling scheme in Scotland, has ceased trading and has appointed
administrators.

Circular Economy Minister Lorna Slater confirmed the news to MSPs
and said it leaves the 40 staff in a "difficult position", Daily
Business relates.

Blair Nimmo and Alistair McAlinden from Interpath Advisory were
appointed joint administrators, Daily Business discloses.

According to Daily Business, a statement from Interpath said:
"Following the most recent announcement, it was clear that CSL
would be unable to meet various significant contractual
obligations, certain of which would become due imminently, without
additional funding.

"While CSL was in active discussions with key stakeholders to
secure additional funding, these negotiations unfortunately proved
unsuccessful and so, after exhausting all other potential options,
the company's directors took the difficult decision to file for the
appointment of administrators."

CSL ceased to trade immediately upon the appointment of the joint
administrators, Daily Business notes.

The joint administrators' focus will now be on securing and
realising CSL's available assets, for the benefit of its creditors,
Daily Business states.

"The ongoing uncertainty surrounding the future launch of the
Deposit Return Scheme prompted the Company's backers to withdraw
future funding, and as such, the directors were left with few
options other than to seek the appointment of administrators,"
Daily Business quotes Blair Nimmo, chief executive of Interpath
Advisory and joint administrator, as saying.


FRONERI INT'L: S&P Raises ICR to 'BB-' on Strong Revenue
--------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Froneri
International Ltd. to 'BB-' from 'B+' and its issue rating on the
senior debt to 'BB-' from 'B+'. The recovery rating on the debt
remains unchanged at '3', indicating its expectation of about 55%
(rounded estimate) recovery in the event of a default.

The stable outlook reflects S&P's expectation that the group will
continue to post solid operating performance, positive FOCF, and
further deleveraging over the next 12 to 18 months.

S&P said, "Froneri's results were better than our base-case
projections in 2022 thanks to resilient operating performance and
effective strategy execution in the U.S. Despite the challenging
environment for packaged food companies, Froneri's revenue
increased by close to 20% and adjusted EBITDA margin improved by
100 basis points versus 2021, leading to S&P Global
Ratings-adjusted EBITDA of EUR790 million, up from EUR624 million
in 2021. We believe Froneri is evolving in a relatively large and
resilient ice cream market and should benefit from its positioning
as both a branded and private-label ice cream manufacturer to
offset potential downtrading from consumers. We note the group was
able to improve profitability thanks to its ability to raise prices
and continue to expand in major markets like the U.S., while
maintaining cost-efficient operations. Froneri also showed
discipline on discretionary spending, with no acquisitions or
dividends and a focus on reinvesting in the business with a large
capital expenditure (capex) program. The group also posted
positive, albeit modest, FOCF of EUR36 million despite strong
negative working capital movements due to restocking, and higher
capex. Credit metrics strengthened, such that adjusted debt to
EBITDA declined to 6.5x from 7.7x last year, faster than expected
thanks to the EBITDA growth. Meanwhile, FFO cash interest coverage
remained solid at around 4x despite higher interest expenses.

"We see the group as well positioned to perform well in 2023 in its
main markets, thanks to its strong market share and lean cost
management. For 2023, we see Froneri's operating performance
continuing to benefit from stable volume prospects for the ice
cream market. Although this food item is discretionary for
households, its overall price is low, so we believe it unlikely
that demand would drop significantly despite higher prices. We take
into account that Froneri is the largest private-label manufacturer
and continues to expand in the large U.S. consumer market, where
consumption is less seasonal than in Europe. We believe Froneri has
made good progress on integrating and restructuring Nestlé's U.S.
operations, which it acquired in 2020. We believe the group will
continue with a sizeable capex program for the next two years (of
about EUR400 million) to improve productivity and operate as a very
cost-effective player. Overall, we anticipate continued
profitability growth, with adjusted EBITDA margins reaching 17%
thanks to price increases already implemented and lower cost
inflation (except for sugar and labor). We see the group retaining
strong pricing power on the back of its portfolio of well-known
brands, market leadership in Europe and the U.S. (competing notably
against Unilever in branded products), and large scale of
operations globally. We expect Froneri to achieve adjusted EBITDA
of around EUR900 million in 2023 and close to EUR1 billion in 2024
with positive FOCF increasing to about EUR200 million in 2024 from
around EUR100 million in 2023, and EBITDA growth offsetting higher
interest and capex. This implies adjusted leverage decreasing to
about 6.0x, with FFO cash interest coverage at about 3.0x.

"In our view, the group is unlikely to re-leverage strongly in the
short term but focus on capex investments rather than large
debt-financed acquisitions. Although Froneri was formed through
successive small and large acquisitions, we believe that, over the
next one to two years, it is unlikely to enter into transactions of
a similar size as its acquisition of Nestlé's U.S. operations in
2020. This is notably because the group is focused on successfully
penetrating the large and profitable U.S. market. We understand the
group is also more focused on being a market leader in mature
markets like the U.S. and Europe than on emerging markets, which
implies fewer large acquisition opportunities. In our rating, we
continue to factor one notch of uplift for potential extraordinary
support of shareholder Nestlé SA (AA-/Stable/A-1+) should Froneri
run into financial difficulties. We also acknowledge that there is
no near-term refinancing risk since the senior debt matures in
2027. This should leave enough time for the company to arrange
timely debt refinancing or, potentially, a change in the
shareholding structure.

"The stable outlook reflects our view that, over the next 12-18
months, Froneri should maintain revenue growth and stable
profitability thanks to its leading global market positions,
portfolio of well-known brands, and cost efficiencies, notably in
the U.S. For the current rating, we anticipate Froneri maintaining
adjusted debt to EBITDA of around 6.0x and strong positive FOCF.

"We could downgrade Froneri if its financial performance weakened,
such that adjusted debt to EBITDA increases to 7.0x or higher and
FOCF declines substantially over the next 12-18 months.

"This could occur, for example, because of weak operating
performance, such as a slowdown in the ramp-up of the U.S.
operations and weaker pricing power, which would mean the group is
unable to offset operating cost inflation. We could also take a
negative rating action if we no longer believed Nestlé would
support Froneri if it experienced financial difficulty.

"We could upgrade Froneri if the group outperforms our financial
projections over the next 12-18 months, with adjusted debt to
EBITDA decreasing and staying below 5.0x, continued strong positive
FOCF, and confirmation that the group would operate with lower
leverage tolerance on a sustained basis.

"We would also view as positive a strong operating performance in
weaker market conditions in the U.S. or Europe. This would most
likely occur if the group increased its EBITDA margin faster than
expected, reflecting continued volume expansion in Europe and the
U.S., and very good cost control and productivity improvement in
the U.S."

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


ITHACA ENERGY: Fitch Affirms LongTerm IDR at 'B', Outlook Stable
----------------------------------------------------------------
Fitch Ratings has affirmed Ithaca Energy plc's (Ithaca) Long-Term
Issuer Default Rating (IDR) at 'B' with a Stable Outlook. Ithaca
Energy (North Sea) Plc's USD625 million senior unsecured notes have
been affirmed at 'B+' with a Recovery Rating of 'RR3'. The notes
are guaranteed by Ithaca and subordinated to Ithaca's reserve-based
lending (RBL) facility.

Ithaca's rating reflects its fairly small though recently increased
scale, single-country operations and above-average production
costs, which are counterbalanced by its fairly low leverage and
recently improved proved reserves position. Ithaca's projected
leverage and cash flows, however, are sensitive to the UK tax
regime and capex, which Fitch expects will increase as a result of
its investments in new projects (including the large-scale Rosebank
and, potentially, Cambo fields).

Ithaca is 89% owned by Delek Group, but Fitch rates it on a
standalone basis. Fitch believes that Ithaca's credit documentation
is robust with sufficient ring-fencing to prevent Delek from
upstreaming substantial cash.

KEY RATING DRIVERS

EPL Tax Burden Manageable: Fitch believes that the UK government's
introduction of the energy profit levy (EPL) is manageable for
Ithaca, given the company's favourable tax position and investment
allowances, particularly assuming the Rosebank development
materialises. Its rating case estimates Ithaca's tax charge to
average around USD200 million p.a. in 2023-2025 (or around 15% of
EBITDA). However, the recent tax changes and lack of clarity about
their future evolution reduce the company's longer-term cash-flow
visibility and may affect its ability to find partners for its
large projects, such as Cambo.

Rosebank Expected; Cambo Less Certain: Cambo and Rosebank, in which
Ithaca has a 70% and 20% stake, respectively, are the two largest
deep-offshore discoveries in the UK Continental Shelf (UKCS) and
their development could significantly improve Ithaca's business
profile. Rosebank is operated by Equinor ASA and is likely to be
shortly sanctioned for development; Fitch includes capex for this
project in its rating case forecasts though it will not start
producing before late 2026.

Cambo's development is less certain and Ithaca is yet to find a
partner after Shell plc (AA-/Stable) has effectively decided not to
proceed with the project. Also, Cambo's capex may materially affect
Ithaca's financial profile, depending on the tax regime and its
final stake in the project. Fitch does not include Cambo's capex in
its projections.

IPO Rating-Neutral: Fitch understands from the management that its
intention is to keep Ithaca conservatively leveraged, post its IPO
in 2022. Fitch views Ithaca's targeted dividend (15%-30% of
post-tax net cash from operating activities through the cycle) and
leverage (company-defined net debt/EBITDAX below 1.5x) as
consistent with the rating.

Currently Low Leverage: Fitch expects Ithaca's EBITDA net leverage
to remain below 1x in 2023-2024 and its pre-dividend free cash flow
(FCF) to remain strongly positive; however, its leverage and cash
flow profile beyond 2024 will largely depend on hydrocarbon prices,
the tax regime and capex. Still, Fitch's base case expects Ithaca's
EBITDA net leverage to remain at or below 2.0x in 2025-2027, which
is commensurate with the rating. Fitch also believes that large
dividend payments are not likely, given Ithaca's public capital
allocation policy and Delek's improved financial profile.

Ring-Fencing Mechanism: Fitch believes that Ithaca's credit
documentation limits Delek's ability to extract high dividends and
other distributions from Ithaca, which is evident in the limited
dividends paid by Ithaca in 2020-2021 (USD135 million).

Ithaca is not allowed to provide intra-group loans or guarantee
external debt, based on its RBL and bond documentation, or attract
material new debt. Additionally, following its IPO, Ithaca signed a
relationship agreement with Delek to ensure Ithaca can operate
independently. Fitch understands from management that Ithaca sets
its dividend policy independently of Delek.

Improved Reserves: In 2022, Ithaca increased its proved and
probable (2P) reserves by 24% following its acquisitions and
organic additions; its 1P reserve life (based on the 2022
production) is adequate at six years. This level is commensurate
with its rating and should enable Ithaca to at least maintain
current production in the next four years.

Increased Production, Costs Remain High: Ithaca's production
significantly increased to 71,400 barrels of oil equivalent per day
(kbpd) in 2022 (up 26%), and further to 75kbpd in 1Q23 due to
improved performance of existing assets and contribution from
acquisitions. Although typical for the UKCS, Ithaca's cost position
of USD20/barrels of oil equivalent (boe) in 1Q23 is fairly high
relative to global peers' and could put it at a disadvantage if oil
prices fall.

DERIVATION SUMMARY

Ithaca's scale, measured by the level of production (75kbpd in
1Q23), is broadly in line with that of Kosmos Energy Ltd
(B+/Stable) and higher than that of Seplat Energy Plc (B-/Stable)
and Energean plc (B+/Positive). However, the latter two will
significantly increase their scale following M&A (for Seplat) and
organic growth (for Energean). Ithaca's production lags behind that
of higher-rated peers Harbour Energy PLC (BB/Stable) and Neptune
Energy Group Midco Limited at (BB+/Stable) at around 200kbpd and
140kbpd, respectively.

Ithaca's 2P reserve life of nine years is higher than that of
Harbour (five years) but lower than that of Neptune (11 years),
Kosmos (24 years) and Seplat (27 years).

Ithaca is focused on one jurisdiction and is less geographically
diversified than Neptune or Kosmos.

KEY ASSUMPTIONS

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

- Crude oil and natural gas prices as per Fitch's oil and
  gas price assumptions

- Broadly stable production

- Capex averaging around USD470 million p.a. over 2023-2027
  (which includes Rosebank but excludes Cambo)

- Dividends at the higher end of 15%-30% of operating
  cashflows

Key Recovery Analysis Assumptions:

- Its recovery analysis is based on a going-concern (GC)
  approach, which implies that Ithaca will be reorganised
  rather than liquidated in a bankruptcy

- The GC EBITDA estimate reflects Fitch's view of a
  sustainable, post-reorganisation EBITDA level on which
  Fitch bases the enterprise valuation (EV)

- Ithaca's GC EBITDA reflects its view on EBITDA generation
  without any hedging, and assumption of an oil-price drop
  in 2023-2024 followed by a moderate recovery in 2025,
  yielding an average GC EBITDA of about USD420 million

- A 3.5x multiple reflects Ithaca's high decommissioning
  obligation, uncertainty around tax regimes and Ithaca's
  moderate reserve life

- Fitch treats RBL as senior to unsecured notes in the
  payment waterfall

- Based on Ithaca's capital structure (assuming the borrowing
  base of USD925 million, excluding the letter-of-credit
  portion) and after a deduction of 10% for administrative
  claims, its analysis generated a waterfall-generated recovery
  computation (WGRC) for the USD625 million senior unsecured
  notes in the 'RR3' band, indicating a 'B+' instrument
  rating. The WGRC output percentage on these metrics and
  assumptions is 64%.

RATING SENSITIVITIES

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

- More clarity on prospective projects, such as Cambo, and on the
evolution of the UK tax regime, assuming Ithaca's leverage remains
conservative (eg. EBITDA net leverage below 2x and/or FFO net
leverage below 2.5x) and sound liquidity

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

- EBITDA net leverage consistently above 3x and/or FFO net leverage
consistently above 3.5x as a result of higher-than-expected capex
or dividends

- Unfavourable changes in the UK tax regime leading to
weaker-than-expected cash flow generation

- Deteriorating liquidity position

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: Ithaca's end-2022 liquidity is comfortable,
comprising USD254 million of cash and cash equivalents and USD325
million headroom under its RBL. Its RBL matures in 2026 but will
start amortising earlier; however, Fitch expects that its 2024 and,
potentially, 2025 amortisations should be covered by accumulated
cash balances and Fitch-projected FCF. Ithaca's USD625 million bond
matures in 2026.

ISSUER PROFILE

Ithaca is an exploration and production company focusing on the
North Sea.

ESG CONSIDERATIONS

Ithaca Energy plc has an ESG Relevance Score of '4' for Waste &
Hazardous Materials Management; Ecological Impacts due to high
decommissioning obligations (relative to global peers), which has a
negative impact on the credit profile, and is relevant to the
rating in conjunction with other factors.

Ithaca Energy plc has an ESG Relevance Score of '4' for GHG
Emissions & Air Quality due to the company's operations in a
stringent climate-related regulatory environment, high cost of
production and energy transition strategies focusing only on Scope
1 and 2 emissions, which has a negative impact on the credit
profile, and is relevant to the rating in conjunction with other
factors.

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

   Entity/Debt             Rating        Recovery   Prior
   -----------             ------        --------   -----
Ithaca Energy
(North Sea) Plc

   senior
   unsecured        LT     B+  Affirmed   RR3         B+

Ithaca Energy plc   LT IDR B   Affirmed               B


ROBERT GODDARD: Awaits Decision on Company Voluntary Arrangement
----------------------------------------------------------------
Paul Norman at CoStar News reports that designer fashion chain
Robert Goddard was set to be the subject of a company voluntary
arrangement creditors' meeting on June 19, CoStar News can reveal,
as the insolvency procedure begins to make a return.

Robert Goddard is a 10-store retailer.


THE BAKERY: Future in Doubt After Energy Costs Soar
---------------------------------------------------
Matt Marvel and Kate Scotter at BBC News report that a baker said
the future of his business was in doubt because energy costs had
increased by more than 700%.

Andy Cole from The Bakery in Felixstowe, Suffolk, said his bills
had gone up from GBP800 per month to GBP6,500, BBC relates.

According to BBC, he said he was locked into a contract with
Smartest Energy, and said he would have to shut the bakery, and
eight members of staff would lose their jobs, if changes to his
bills were not made.

Mr. Cole, who has run the bakery on Hamilton Road for 12 years,
said he gets charged up to 80p a unit.

He said a couple of years ago he was paying GBP800 a month, while
the latest direct debit was for GBP6,500, BBC notes.

Mr. Cole, as cited by BBC, said he was told if he wanted to end the
contract, he would have to pay his bill for three years.


THE VERY GROUP: Fitch Affirms LongTerm IDR at 'B-', Outlook Stable
------------------------------------------------------------------
Fitch Ratings has affirmed The Very Group Limited's (TVG) Long-Term
Issuer Default Rating (IDR) at 'B-'. The Outlook is Stable. Fitch
has also affirmed the GBP575 million senior secured notes issued by
The Very Group Funding plc at 'B-' with a Recovery Rating of
'RR4'.

The affirmation reflects TVG's high EBITDAR gross leverage, which
Fitch expects to increase to around 8.5x at FYE23 (year-end 1 July
2023) before it falls to 7.5x in FY26 in a more normalised consumer
environment. This is balanced by TVG's solid position as a
multi-category pure online retailer in the UK, aided by its finance
subsidiary's, Shop Direct Finance Company Limited (SDFCL)'s,
financing offers for consumer purchases. The rating also factors in
SDFCL's weak, albeit improving, capitalisation and the lack of a
committed group financial policy.

KEY RATING DRIVERS

Resilient Trading Performance: Fitch expects FY23 group revenues to
be marginally lower than FY22's, as broadly stable retail sales and
increasing debtor book revenue at SDFCL counteract a managed
decline under the Littlewoods brand. Fitch anticipates group sales
to rebound to low single-digit growth from FY24 as inflation and
consumer discretionary spending normalise in the UK. Fitch believes
that TVG continues to benefit from being a multi-category retailer
with relatively low price points and its offer of flexible payment
solutions, despite currently being hit by slower consumer
discretionary spending in the UK.

Profitability Under Short-term Pressure: Fitch expects TVG's
Fitch-adjusted group EBITDA margin to drop to around 11.5% in FY23
from 12.4% in FY22, due to the company's investment in prices to
contain cost pass-through to customers, changes in category mix,
and promotional activities driving down gross margin. Positively,
thanks to an active focus on cost management, TVG managed to keep
operating costs stable as a share of revenue in the inflationary
environment. It also benefits from a lean cost structure due to its
online-based business model, which is supported by its automated
fulfilment centre, Skygate, in turn improving distribution costs
efficiencies.

Normalising Bad Debt Levels: Fitch projects that customer payment
rates for the debtor book of SDFCL are likely to revert to
historical trends following unusually heightened levels during the
pandemic. Fitch expects bad debt to grow and reach pre-pandemic
levels in the next two years, which will increase provisioning and
soften the profitability of SDFCL. At the group level, Fitch
believes that the overall EBITDA margin is likely to increase
toward 12.5% in FY24-FY25, with profitability recovery in the
retail segment mitigating the decline at SDFCL.

High Leverage: Fitch's rating case forecasts EBITDAR gross leverage
to rise to 8.5x at FYE23, driven by marginally lower revenue and
margins. However, both retail trading conditions and financial
services profits are likely to normalise in FY24-FY25, leading to
an improved earnings profile with EBITDAR gross leverage declining
towards 7.5x by FY25.

Improving Financial Services Capitalisation: Fitch also expects
SDFCL's capitalisation, with gross debt/tangible equity at 11.6x at
FYE22 (17.5x at FYE21), to improve over the rating horizon as its
equity increases with the accumulation of retained earnings. This
is, however, subject to the company keeping asset quality and
credit provisioning under control.

Improving FCF: Fitch expects free cash flow (FCF) at group level to
remain negative in FY23, driven by heightened interest cost,
increased lending balance and higher spend on its IT transformation
project, which is now reported as an operating cost following the
IFRIC guidance for the treatment of SaaS (software as a Service).
FCF is likely to turn positive from FY24 when retail profitability
improves in a better consumer environment and lending growth at
SDFCL slows. Its rating case factors in an annual dividend payout
of GBP15 million over FY23-FY26.

Synergies between Retail and SDFCL: SDFCL provides consumer
financing as a complementary core offering to TVG's online general
merchandise retail operations. Around 90% of sales are made on
credit. Profitability stemming from revolving credit provided to
retail customers allows SDFCL to help pay expenses for operations,
IT and marketing costs, while supporting retail sales volume
growth. Fitch believes such financing for online purchases is
proving particularly attractive to consumers at a time of economic
uncertainty.

Governance and Group Structure Complexities: The group's complexity
and certain related-party transactions may in its view lead to some
misalignment between shareholders and creditors' interests. There
is a regular management fee payment to the parent, Shop Direct
Holdings Limited, of around GBP7million per year. Other
related-party transactions include those at arm's length between
TVG and the main distribution companies it uses, Yodel Delivery
Network Limited, and Arrow XL Limited, in addition to sub-optimal,
albeit improving, board composition and effectiveness relative to
peers.

DERIVATION SUMMARY

Fitch assess TVG's rating using its Ratings Navigator for Non-Food
Retailers. At the same time, Fitch consolidates its financial
services business and assess it as per the relevant parameters in
its Non Bank Financial Institutions Criteria, such as asset quality
and capitalisation. Non-food retail remains one of the most
disrupted sectors, even before the pandemic, due to changing
consumer preferences, technology, digitalisation and data
analytics, accelerating brand and product obsolescence,
environmental considerations and the changing face of UK high
streets.

TVG stands out as the UK's second-largest pure digital retailer
with a complementary consumer finance proposition that is
commensurate with a 'BB' business profile. This is balanced by an
aggressive financial structure, with funds from operations (FFO)
adjusted leverage standing at 7.5x-9.0x over the rating horizon.

TVG is rated at the same level as Douglas GmbH (B-/Stable), whose
business profile is also commensurate with the 'BB' rating category
as Europe's largest beauty retailer with demonstrated strong online
and omni-channel capabilities. Similar to TVG's, Douglas's rating
is constrained by an aggressive financial structure with FFO
adjusted gross leverage projected at 8x-9x and lower financial
flexibility based on projected tight FFO fixed-charge coverage of
around 1.5x.

Pure online beauty retailer THG PLC (B+/Negative) is rated two
notches above TVG, mainly due to a more conservative post-IPO
financial policy with FFO adjusted gross leverage projected to
improve to below 5.5x by 2024 with a solid liquidity profile. THG's
Negative Outlook, however, reflects heightened execution risks as
it seeks to improve profit margins and FCF amid a weakened consumer
environment in most markets, stiff competition, and higher costs in
2022-2023, which are putting pressure on profits.

KEY ASSUMPTIONS

- Sales to decline marginally in FY23 before rebounding
approximately with 2% per year growth in the following two years as
trading normalises

- Group EBITDA margin to decline to around 12% in FY23 from 12.4%
in FY22, as likely promotion and cost inflation outweigh operating
efficiencies initiatives, before gradually rebounding to 12.8% by
FY26

- Group working-capital outflow of around 2% of sales in FY23; then
marginally negative to FY26

- Annual capex of around GBP50 million in FY23-FY24 before falling
to around GBP40 million in FY25-FY26

- Dividend of GBP15 million per year for FY23-FY26

- Debtor book growth of 3.7% for FY23, 1.5%-2% per year for
FY24-FY26

- Asset quality normalises gradually with bad debt charge returning
to pre-pandemic level of around 8% in FY25 (FY22: 6.3%)

KEY RECOVERY RATING ASSUMPTIONS

Fitch assumes TVG would be considered a going-concern (GC) in
bankruptcy and that it would be reorganised rather than liquidated.
In Fitch's bespoke GC recovery analysis, it considered an estimated
post-restructuring EBITDA available to creditors of GBP90 million.

Fitch expects SDFCL to be restructured in a default in tandem with
the retail operations given their strategic integration with TVG.
Post restructuring, Fitch expects cash flows generated from SDFCL
to first repay the interest payments of the GBP1.4 billion
non-recourse securitisation financing which sits outside the
restricted group. Therefore, when Fitch calculates GC EBITDA, Fitch
deducts the interest expense related to SDFCL from the consolidated
EBITDA. As SDFCL sits in the restricted group but the cash is
fungible between SDFCL and TVG, Fitch expects creditors of the
restricted group would have claim to the remaining profits after
interest payments of the securitisation.

Fitch has used a distressed enterprise value (EV)/EBITDA multiple
of 4.5x. This reflects TVG's exposure to rapid online non-food
retail sales growth and a leading position in the UK, underpinned
by high brand awareness, in combination with the consumer lending
business that is subject to regulatory risks and constrained by
below-average asset quality.

For the debt waterfall analysis, Fitch assumes a fully-drawn super
senior revolving credit facility (RCF) of GBP100 million to rank
ahead of TVG's GBP575 million senior secured notes and a GBP50
million RCF, the latter ranking pari passu with the senior secured
notes. After deducting 10% for administrative claims, Fitch's
principal waterfall analysis generates a ranked recovery for
noteholders in the 'RR4' band, indicating a senior secured
instrument rating aligned with the IDR. This results in a waterfall
generated recovery computation output percentage of 42% based on
current metrics and assumptions.

RATING SENSITIVITIES

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

- Group consolidated FFO adjusted gross leverage below 7.5x (7.0x
net of cash) or total adjusted debt/operating EBITDAR below 7.0x
(6.5x net of cash) on a sustained basis

- Group consolidated FFO fixed-charge coverage above 2.0x or
operating EBITDAR/interest paid + rents above 2.0x on a sustained
basis

- Positive group consolidated FCF margin in the low-to-mid single
digits

- Improving capitalisation and manageable impairments at SDFCL,
with gross debt/tangible equity below 10.0x on a sustained basis

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

- Group consolidated FFO-adjusted gross leverage trending towards
9.0x and/or adjusted gross debt/operating EBITDAR trending toward
8.0x two years before upcoming debt maturities

- Negative group consolidated FCF requiring a permanently drawn RCF
leading to diminishing liquidity headroom

- Further deterioration in SDFCL's capital position, with gross
debt/tangible equity above 15.0x on a sustained basis

- EBITDAR fixed charge coverage tightening towards 1.4x on a
sustained basis

LIQUIDITY AND DEBT STRUCTURE

Limited Liquidity: TVG had cash on balance sheet of around GBP62
million, with a nearly fully drawn GBP150 million RCF as of
end-3QFY23. Fitch expects liquidity to improve by FYE23 as its
seasonal cash needs reduce in 4Q following the annual peak in the
previous quarter.

As TVG's operating performance improves, Fitch expects FCF to turn
positive from FY24, leading to improving liquidity. Fitch restricts
GBP20 million of cash and cash equivalents for operational
requirements. The company refinanced its RCF and senior secured
notes in 2021, with maturities in February 2026 and August 2026,
respectively.

ISSUER PROFILE

TVG is the UK's second-largest pure digital retailer, as well as
one of the largest unsecured lenders in the UK with a complementary
consumer finance offering.

ESG CONSIDERATIONS

TVG has an ESG Relevance Score of '4' for Group Structure due to
group complexities and material related-party transactions, which
has a negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.

TVG has an ESG Relevance Score of '4' for Governance Structure due
to a history of sub-optimal board composition and effectiveness
relative to peers', which has a negative impact on the credit
profile, and is relevant to the ratings in conjunction with other
factors.

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

   Entity/Debt             Rating        Recovery   Prior
   -----------             ------        --------   -----
The Very Group
Funding plc

   senior secured    LT     B-  Affirmed   RR4        B-

The Very Group
Limited              LT IDR B-  Affirmed              B-


[*] UK: Number of Business Insolvencies Increase in East Lancashire
-------------------------------------------------------------------
Bill Jacobs at Lancashire Telegraph reports that the number of
companies going bust each year in East Lancashire has risen in all
six boroughs with Blackburn with Darwen and Burnley hard hit.

According to Lancashire Telegraph, a new analysis of business
insolvencies shows that between 2019 and 2022 the number of firms
going into liquidation annually also rose in Hyndburn, Ribble
Valley, Rossendale and Pendle.

The figure for Blackburn with Darwen rose by 40% over the four
years from 20 to 28 with a total figure for the period of 85,
Lancashire Telegraph discloses.

In Burnley, it shot up from 48 a year to 201 -- more than
quadrupling -- while over the period of 2019 to 2022 455 firms went
into insolvency, Lancashire Telegraph notes.

Lancashire as a whole saw a 91% rise across the period from 321 to
613 with a total of 1,651 businesses being liquidated, Lancashire
Telegraph states.

The figure for Hyndburn rose from four in 2019 to 14 in 2022, in
Ribble Vally from seven to 15, in Rossendale from 4 annually to
five and in Pendle from five tom 16, Lancashire Telegraph
discloses.

In the North-West in the number of insolvencies each year increased
by 78% -- the second highest in England, Lancashire Telegraph
relays.

The figures were compiled by the BBC shared data unit and reveal
the long-term impact of the coronavirus pandemic on businesses and
combined with the consequences of the current cost of living
crisis, Lancashire Telegraph notes.



                           *********


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

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

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000.


                * * * End of Transmission * * *