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

                          E U R O P E

          Tuesday, July 11, 2023, Vol. 24, No. 138

                           Headlines



F R A N C E

CARE BIDCO: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
EXPLEO GROUP: Fitch Assigns B-(EXP) LongTerm IDR, Outlook Stable


I R E L A N D

ALME LOAN V: Moody's Affirms B1 Rating on EUR10.6MM Class F Notes


I T A L Y

BANCA POPOLARE DI SONDRIO: Fitch Affirms 'BB+' LongTerm IDR


L U X E M B O U R G

CULLINAN HOLDCO: Fitch Cuts LongTerm IDR to 'B+'; Outlook Stable


S P A I N

AEDAS HOMES: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
NEINOR HOMES: Fitch Withdraws 'BB-' LongTerm IDR, Outlook Stable


U N I T E D   K I N G D O M

ACCLAIM UPHOLSTERY: Goes Into Administration
EMPIRE CINEMA: Clydebank Site to Remain Open Despite Collapse
EUROSAIL 2006-1: S&P Affirms 'B (sf)' Rating on Class E Notes
GULF INTERNATIONAL: Fitch Ups LongTerm IDR (xgs) From 'BB+(xgs)'
J TOMLINSON: Enters Administration, Reviews Options

MAJESTIC BINGO: Goes Into Administration, Seeks Buyer
NEPTUNE ENERGY: Fitch Puts 'BB+' IDR on Rating Watch Positive
OAT HILL 3: Fitch Assigns 'B-(EXP)sf' Rating to Class F Notes
PLEXUS LAW: Bought Out Administration by Axiom Ince
THAMES WATER: Shareholders to Inject GBP750 Million of New Equity


                           - - - - -


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F R A N C E
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CARE BIDCO: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
----------------------------------------------------------
Fitch Ratings has affirmed Care Bidco's (Cooper) Long-Term Issuer
Default Rating (IDR) at 'B'. The Outlook is Stable. Fitch has also
affirmed its senior secured first- and second-lien loans final
instrument ratings at 'B+' and 'CCC+', respectively. Their Recovery
Ratings are 'RR3' and 'RR6', respectively.

The 'B' IDR reflects Cooper's limited size, regional concentration
and high leverage profile, with total debt/EBITDA projected at
around 7.2x for 2023. Key rating strengths are Cooper's established
and strong positions in its regional over-the-counter (OTC)
consumer health markets, and its resilient portfolio of specialist
brands sold through the protected and regulated pharmacy retail
channel in France.

The Stable Outlook assumes continued deleveraging over the next
four years, based on the group's above-average profitability and
strong cash conversion versus peers', and conservative near-term
capital allocation creating some leverage headroom under the
rating.

KEY RATING DRIVERS

Robust Trading Performance: Fitch projects revenue growth to remain
above 7% in 2023, as price increases of 6% and new product
developments offset a decline in Covid-19-related products and
discontinued distribution contracts. We believe that Cooper is
well-positioned with its diversified portfolio and wide
distribution network despite a weakened consumer environment in
some geographies where it has operations. Cooper's sales rebounded
strongly in 2022, with a 17.6% growth year-on-year, led by its top
10 brands and stronghold markets such as France and the
Netherlands.

Profitable, Cash-Generative Operations: Fitch expects Cooper's
EBITDA margin to remain at around 29% for 2023, similar to the
previous year's. We believe that the group will continue to
adequately manage cost inflation on its cost of goods sold and
energy via price increases.

Its cost-saving initiatives should mitigate the cost impact from
staff additions for business growth and support function
enhancement. Fitch expects EBITDA margin to gradually improve
toward 29.5% in 2026 as inflation normalises, which should support
solid cash generation with FCF margins in high single digits.

Defensive Business; Secular Growth: Cooper has established strong
market positions in selected regional OTC consumer health markets,
and its specialist brand portfolio enjoys access to protected and
regulated retail channels as supplier to pharmacies. These
strengths balance its limited scale and geographic diversification.
Cooper's organic growth should continue to be supported by
increasing demand for OTC consumer-health products due to an ageing
population, plus a focus on disease prevention and a healthy
lifestyle.

High Leverage Constrains Rating: The rating is constrained by
Cooper's high financial leverage, with total debt/EBITDA of around
7.8x at end-2022. Such leverage, viewed in isolation, is
incompatible with the 'B' IDR. The rating is, however, predicated
on a steady deleveraging path post its acquisition by CVC Capital
Partners in 2021, bringing EBITDA gross leverage down to around
6.0x by 2025, which is in line with the rating. This incorporates
our assumption of financial discipline and a conservative capital
allocation with no sizeable debt-funded acquisitions to 2026.

Moderate M&A Execution Risks: Fitch anticipates moderate execution
risks in Cooper's M&A strategy to support business growth and
diversification. Fitch has assumed an acquisition spending of EUR30
million for 2023 and EUR80 million per year for 2024-2026. We
expect acquisitions to focus on local established consumer
healthcare products that can be integrated into its existing
platform and sold alongside its current portfolio. These
acquisitions are likely to bring economies of scale and positive
operating leverage while improving its geographic reach in Europe.

Protected and Regulated Market: Fitch views the continental
European pharmacy sector, which is the main retail channel for
Cooper, as highly fragmented with small specialist local operators.
Its core markets (France, the Netherlands, Italy, and,
increasingly, Iberia) are highly regulated and protected, offering
barriers to entry and protecting Cooper's business model. This,
however, also constrains organic growth potential.

Fitch believes organic growth will be driven by the optimisation of
portfolio and distribution, and brand development, in addition to
positive secular trends such as growing healthcare consumerism, an
ageing population, and a focus on prevention and healthy
lifestyle.

Regulatory Risk to Specialist Retail: Cooper's business model as a
main OTC consumer health supplier to pharmacies is subject to
regulatory risk affecting the sector, in addition to other risks
from developing retail channels for consumer health OTC products,
including online. However. Fitch views such risks as limited and
projects a stable regulatory environment for Cooper's core markets
to 2026.

DERIVATION SUMMARY

Fitch rates Cooper using its Ratings Navigator framework for
consumer companies, while applying some aspects specific to
healthcare. Under this framework, we recognise that its operations
are driven by marketing investments and a well-established
relationship with a diversified pharmacy-based distribution
network.

Compared with its closest peers, Cooper is rated in line with
Sunshine Luxembourg VII SARL (Galderma; B/Positive) as its smaller
scale and less diversified business profile is offset by its
superior profitability and stronger cash flow generation. Cooper's
forecast EBITDA gross leverage by 2023 at around 7.2x is slightly
higher than Galderma's around 6.5x.

Cooper is rated one notch lower than Oriflame Investment Holding
Plc (B-/Negative). Oriflame was recently downgraded due to its
higher-than-expected leverage, with EBITDA net leverage projected
at around 8.0x in 2023. Oriflame is geographically more diversified
with exposure to Asia and Russia.

Relative to pharma company Pharmanovia Bidco Limited (Atnahs;
B+/Stable), Cooper is similar in size and diversification while
Atnahs has higher EBITDA margins and lower leverage, which is
reflected in the one-notch rating differential.

KEY ASSUMPTIONS

Key Assumptions Within Its Rating Case for the Issuer:

- Revenue growth of 7.5% in 2023, 7% in 2024 and 5%-7% for 2025-
  2026, supported by 3% organic growth and new acquisitions
    

- EBITDA margin to remain stable around 29% in 2023, improving
  slightly towards 29.5% by 2026 on improvement in operational
  efficiency and product mix

- Capex at 2.5% of sales to 2026

- Acquisitions of EUR30 million in 2023, followed by EUR80 million

  a year to 2026

- No dividends

KEY RECOVERY RATING ASSUMPTIONS

The recovery analysis assumes that Cooper would remain a going
concern (GC) in the event of restructuring and that it would be
reorganised rather than liquidated. Fitch has assumed a 10%
administrative claim in the recovery analysis.

Fitch assumes a post-restructuring GC EBITDA of EUR130 million, on
which we base the enterprise value. Fitch assumes a distressed
multiple of 6.0x, reflecting the group's premium market positions
and protected business model in its core French market.

Fitch assumes Cooper's multi-currency revolving credit facility
(RCF) would be fully drawn in a restructuring, ranking pari passu
with its other senior secured first-lien loan. Our waterfall
analysis generates a ranked recovery for first-lien senior
creditors in the 'RR3' band, indicating a 'B+' instrument rating
for the senior secured facilities, one notch above the IDR. The
waterfall analysis output percentage on current metrics and
assumptions is 62% for the senior secured first-lien loans.

Fitch has assigned second-lien notes a ranked recovery in the 'RR6'
band, indicating a 'CCC+' instrument rating, two notches below the
IDR, reflecting its junior security ranking behind first-lien
creditors with a recovery percentage under our waterfall of 0%.

RATING SENSITIVITIES

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

- Profitable and cash-generative business growth, organic and
  inorganic, leading to robust EBITDA margins at around 30%

- Solid profitability supporting continued strong cash conversion
  with healthy FCF margins in the high single digits

- A more conservative financial policy leading to total
  debt/EBITDA at below 5.0x on a sustained basis

- EBITDA interest coverage above 3.0x on a sustained basis

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

- Deteriorating organic and/or unsuccessful inorganic growth
  leading to a gradual weakening of EBITDA margins and low single-
  digit FCF margins

- Continuing aggressive financial policy resulting in total
  debt/EBITDA above 7.0x by 2024 or failure to deleverage to total

  debt/EBITDA below 6.0x by 2026

- EBITDA interest coverage below 2.0x on a sustained basis
  
LIQUIDITY AND DEBT STRUCTURE

Strong Liquidity: Fitch views Cooper's liquidity as strong. Fitch
projects strong FCF at close to 10% of sales for 2023-2026. In its
liquidity analysis, Fitch has excluded EUR25 million of cash it
deem as restricted for daily operations and intra-year
working-capital requirements, and therefore not available for debt
service.

Fitch projects that its committed RCF of EUR160 million will remain
undrawn over the rating horizon. The current debt structure is
concentrated albeit with long dated maturities with the RCF coming
due in July 2027, its term loan B in January 2028 and the
second-lien loan in January 2029.

ISSUER PROFILE

Cooper is a leading European OTC selfcare platform covering more
than 30 OTC consumer health segments, managing a diversified
portfolio of international brands and local champions mainly in
France, the Netherlands and southern Europe.

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.


EXPLEO GROUP: Fitch Assigns B-(EXP) LongTerm IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has assigned Expleo Group an expected Long-Term
Issuer Default Rating (IDR) of 'B-(EXP)' with a Stable Outlook.
Fitch has also assigned its proposed EUR550 million-equivalent
senior secured term loan B (TLB) an expected rating of 'B(EXP)'
with a Recovery Rating of 'RR3'.

The ratings reflect Expleo's recent proposal to amend and extend
(A&E) its existing TLB, including an increase in size of GBP50
million to an EUR550 million-equivalent. Fitch expects Expleo to
use the additional proceeds to repay EUR47 million of its revolving
credit facility (RCF) and related transaction fees.

The IDR reflects Expleo's high leverage, which Fitch expects to
continue for the next two years, due to high working-capital
financing requirements to grow the business, hence limiting
deleveraging capacity. However, it also factors in significant
reduction in leverage from its peak in 2020 and Fitch's expectation
of further gradual deleveraging in the short-to-medium term
combined with a lengthening of all debt maturities until 2027.

The Stable Outlook reflects Fitch's belief that key financial
metrics will remain firmly within the 'B-' IDR. This is supported
by a recent turnaround of business units in the last two years and
a shift toward more value-added technological and digital service
offering.

Fitch expects to assign final ratings on completion of the A&E
transaction.

KEY RATING DRIVERS

High Leverage: Fitch forecasts EBITDA gross leverage at 6.1x and
5.1x in 2023 and 2024, respectively, compared with 6.8x in 2022.
The leverage profile has improved significantly over the last two
years. However, we view leverage as still high, corresponding to a
'b-' midpoint financial structure under Fitch's Business Services
Rating Navigator, and is a key constraint for the rating.

Working-Capital Financing Constrains Deleveraging: Despite Expleo's
sharp deleveraging from its 12x peak during the pandemic, its
capital structure remains heavily reliant on working-capital
financing. The latter supported liquidity during a period of high
non-recurring cost outflows. Fitch forecasts deleveraging to 4.6x
in 2025 on higher absolute EBITDA from good growth prospects and on
the phasing-out of restructuring costs in 2023. Fitch expects
business growth to be financed by incremental factoring utilization
and we view the availability of this as a core provision to realise
the expected growth.

Profitability Improvement: We forecast Expleo's Fitch-adjusted
EBITDA margin will improve to 8.5% and 9.3% in 2023 and 2024,
respectively, from 7.8% in 2022. This is driven by
inflation-related price increases, cost efficiencies and growing
revenue. Expleo managed cost inflation effectively in 2022 through
price indexation, negotiations with key customers and cost
control.

It manages its personnel costs, a key cost, by offshoring and
nearshoring of headcount to low-cost countries and aims to further
develop this in the medium term. We view a rise in employee
attrition as a risk. While it is currently on a downward trend, a
reversal of this would likely affect profitability.

Gradually Recovering Liquidity and FCF: Liquidity remains tight in
2023, but we expect an improvement as cash generation increases in
2024. Fitch forecasts a negative free cash flow (FCF) margin of
2.2% in 2023, before it turns positive to nearly 1% and around 2%
in 2024 and 2025, respectively. We expect capex to normalize, and
restructuring costs and deferred social and tax payables to drop
out after their final payment in September 2023. However, we
forecast higher interest payments and factoring utilization
compared with 2022, which will partly be offset by an available
EUR47 million RCF post the A&E, compared with negligible
availability prior to the A&E.

Financial Flexibility to Improve: We believe Expleo's financial
flexibility will improve on completion of the A&E. It will extend
its debt maturity profile through an extension of the TLB by three
years and its RCF by 2.75 years with bullet repayment in 2027.
Partial repayment of the RCF stemming from the A&E will improve
liquidity; however, we expect continued reliance on working-capital
financing over the forecast period. Coverage ratios will decrease
compared with 2022 on higher interest payments in the absence of
hedging.

Customer Relationships Offset Concentration: Expleo is a small
niche company, compared with business service entities within the
Fitch-rated universe, with its largest operations in France.
Customer concentration is high with 42% of revenue (2022) from its
top 10 customers operating in the automotive and aerospace sectors.
This is offset by Expleo's well-established relationships with its
customers, who rely on the emergence of disruptive technology such
as Expleo's in the long term and require consulting, technology and
engineering services, and most of whom have an investment-grade
credit profile. Expleo has reduced its exposure to France to 32% in
2022 from 42% in 2019 and to the automotive and aerospace sectors
to 49% from 57%.

Refocus of Business Offering: Past acquisitions and a post-pandemic
business turnaround in France have shifted Expleo towards
engineering and technology services. The offering has expanded into
more profitable digital services (eg. internet-of-things) with an
expected 50% share in revenue in 2023 compared with 28% in 2020.
Expleo's offering is well diversified across its value chain with
hybrid services opportunities. This differentiates Expleo from
similarly-sized or smaller competitors and positions it firmly
against large engineering and technological companies.

Senior Secured Instrument Uplift: The expected senior secured debt
rating of 'B' is one notch higher than the IDR to reflect Fitch's
expectations of above-average recoveries for the senior secured
loan in a default.

DERIVATION SUMMARY

Expleo is a niche engineering, consulting and technological company
and these characteristics differentiate it from a number of general
IT services companies. Expleo's business size is much smaller than
some other business services companies rated by Fitch such as a
services, trading and distribution group Bidvest Group Limited
(BB/Stable), global consulting and technological company and direct
competitor Accenture plc (A+/Stable), and telecom infrastructure
services provider Circet Europe SAS (Circet; B+/Stable).

Across a broad universe of business services companies rated by
Fitch, Expleo's EBITDA margins of 8%-9% are modest relative to
stronger-margin peers like Circet's 12%-14%, Bidvest's 10%-11%,
Accenture's 21%, and weaker peers like SPIE SA's (BB+/Stable)
6%-7%. This reflects the broad range of services they provide and
their capital-intensive business. Expleo's cash generation is weak
compared with these peers, who generate much stronger FCF margins.

Expleo's EBITDA gross leverage at 6.1x-5.1x in 2023-2024 is weaker
than Apollo Swedish Bidco AB's (Assemblin, B(EXP)/Stable) 5.2x-4.9x
and Circet's 5.3x-4.4x.

KEY ASSUMPTIONS

- Revenue to grow 13% in 2023 on a strong backlog, 10% in 2024 and

  8% in 2025 on supportive market conditions

- EBITDA margin to increase to 8.5% in 2023, 9.3% in 2024 and 9.5%

  in 2025 on a higher revenue base, costs pass-through mechanism
  and optimisation measures

- Cash interest expense to significantly rise on higher interest
  rates to 2025

- Working-capital outflow at 3.9% and 2.2% of revenue in 2023 and
  2024, respectively, before stabilising at 1.8% in 2025

- Settlement of final deferred tax and social payments of EUR17
  million in 2023 included under working- capital changes in 2023

- Capex at 1.6% of sales to 2025

- Settlement of final restructuring costs of EUR15 million in 2023

  included under non-recurring costs

- No M&A to 2025

- Extension of convertible bond maturity beyond senior debt
  maturities

Recovery Assumptions

- The recovery analysis assumes that Expleo would be reorganised
  as a going-concern (GC) in a bankruptcy, rather than liquidated
  in a default

- A 10% administrative claim

- The GC EBITDA estimate of EUR110 million reflects Fitch's view
  of a sustainable, post-reorganisation EBITDA level on which
  Fitch bases the enterprise valuation (EV)

- An EV multiple of 5x EBITDA is applied to the GC EBITDA to
  calculate a post-reorganisation EV

- The multiple of 5x reflects Expleo´s business model as a multi-
  specialist provider of engineering, technology and consulting
  services relative to that of other business services companies
  that are mainly focused on general IT services. It is further
  supported by a strong niche market position and well-known
  investment-grade customers

- Fitch's waterfall analysis is based on the expected capital
  structure and consists of super senior factoring and a EUR20
  million state-guaranteed loan (PGE), a fully drawn senior
  secured RCF post-reorganization, a senior secured TLB of EUR550
  million and an overdraft facility that is drawn by EUR1.7
  million

These assumptions result in a recovery rate for the senior secured
instrument within the 'RR3' range, and thus a higher instrument
rating than the IDR by one notch at 'B'. The principal and interest
waterfall analysis output percentage on current metrics and
assumptions is 58%.

RATING SENSITIVITIES

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

- EBITDA margin trending towards 10%

- EBITDA gross leverage below 5x

- FCF margin above 2%

- EBITDA interest coverage above 2x on a sustained basis

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

- EBITDA gross leverage above 6.5x

- EBITDA margin below 8%

- Negative FCF

- EBITDA interest coverage below 1.5x on a sustained basis

- Failure to complete TLB A&E and to address approaching debt
  maturities

- A deterioration of liquidity

LIQUIDITY AND DEBT STRUCTURE

Limited Liquidity: At end-April 2023, Expleo had EUR19 million of
cash, adjusted by Fitch for intra-year working-capital changes at
2.5% of sales (EUR52.9 million reported by the company), and a
fully drawn RCF of EUR108 million. The low cash balance reflects
business seasonality, with the strongest cash generative months at
year-end; restructuring costs, partial repayment of its PGE loan
and settlement of deferred social and tax payments.

Fitch forecasts a negative FCF margin of 2.2% in 2023 before it
improves to almost 1% in 2024 and near 2% in 2025 on stronger
profitability and no recurrence of restructuring costs. Liquidity
is supported by Expleo's asset-light business model and no dividend
payments, but is partly offset by high interest payments. On
completion of A&E Expleo will have a liquidity buffer of EUR47
million under a EUR108 million RCF, which Fitch expects the company
to keep undrawn over the forecast period. However, Expleo relies
heavily on its factoring facility of EUR120 million.

Concentrated Capital Structure: The A&E capital structure is
concentrated on the EUR550 million equivalent TLB and EUR108
million RCF. The transaction will extend debt maturities until June
2027 for the RCF and September 2027 for the TLB, including a GBP50
million add-on. The company will be exposed to refinancing risk in
about two years.

ISSUER PROFILE

Expleo is a leading integrated engineering, consulting and
technology servicing provider for mostly automotive and aerospace
companies.




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I R E L A N D
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ALME LOAN V: Moody's Affirms B1 Rating on EUR10.6MM Class F Notes
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by ALME Loan Funding V DAC:

EUR 15,526,000 Class C-1 Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Aa3 (sf); previously on Mar 6, 2023
Upgraded to A1 (sf)

EUR9,474,000 Class C-2 Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Aa3 (sf); previously on Mar 6, 2023
Upgraded to A1 (sf)

EUR19,700,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Baa1 (sf); previously on Mar 6, 2023
Affirmed Baa2 (sf)

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

EUR223,000,000 (Current outstanding amount EUR162,627,076.61)
Class A Senior Secured Floating Rate Notes due 2031, Affirmed Aaa
(sf); previously on Mar 6, 2023 Affirmed Aaa (sf)

EUR47,947,000 Class B-1 Senior Secured Floating Rate Notes due
2031, Affirmed Aaa (sf); previously on Mar 6, 2023 Upgraded to Aaa
(sf)

EUR21,053,000 Class B-2 Senior Secured Floating Rate Notes due
2031, Affirmed Aaa (sf); previously on Mar 6, 2023 Upgraded to Aaa
(sf)

EUR22,700,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Ba2 (sf); previously on Mar 6, 2023
Affirmed Ba2 (sf)

EUR10,600,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed B1 (sf); previously on Mar 6, 2023
Affirmed B1 (sf)

ALME Loan Funding V DAC, issued in June 2016 and refinanced in July
2018, is a collateralised loan obligation (CLO) backed by a
portfolio of mostly high-yield senior secured European loans. The
portfolio is managed by Apollo Management International LLP. The
transaction's reinvestment period ended in July 2022.

RATINGS RATIONALE

The rating upgrades on Class C-1, C-2 and D notes are primarily due
to the significant deleveraging of the Class A notes following
amortisation of the underlying portfolio since the last rating
action in March 2023.

According to the trustee report dated June 2023 [1], Class A notes
have paid down by approximately EUR28.9 million (13% of the
original balance) since the last rating action in March 2023 and
EUR60.4 million (27.1%) since it started paying down in October
2022. In addition, Moody's notes that there are principal proceeds
of EUR19.9 million [1] which can only be reinvested in the unlikely
scenario of the Weighted Average Life (WAL) covenant being
satisfied. As a result of the deleveraging, the
over-collateralisation ratios of the rated notes have improved. The
Class A/B, Class C, Class D, Class E and Class F OC ratios are
reported in June 2023 [1] at 146.0%, 131.8%, 122.4%, 113.1% and
109.2% compared to 141.3%, 128.9%, 120.6%, 112.3% and 108.8%
respectively in February 2023 [2].

In light of reinvestment restrictions during the amortisation
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analysed the deal
assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements. In particular, Moody's assumed that
the deal will benefit from a shorter amortisation profile than it
had assumed at the last rating action in March 2023.

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

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

Performing par and principal proceeds balance: EUR338.2 million

Defaulted Securities: None

Diversity Score: 48

Weighted Average Rating Factor (WARF): 2847

Weighted Average Life (WAL): 4.1 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.6%

Weighted Average Recovery Rate (WARR): 45.3%

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

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

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

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

The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change.

Additional uncertainty about performance is due to the following:

Portfolio amortisation: The reinvestment period ended in July
2022. The main source of uncertainty in this transaction is the
pace of amortisation of the underlying portfolio, which can vary
significantly depending on market conditions and have a significant
impact on the notes' ratings. Amortisation could accelerate as a
consequence of high loan prepayment levels or collateral sales by
the collateral manager or be delayed by an increase in loan
amend-and-extend restructurings. Fast amortisation would usually
benefit the ratings of the notes beginning with the notes having
the highest prepayment priority.

Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which could vary
as a result of the manager's trading decisions, or participation in
amend-to-extend offerings.

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




=========
I T A L Y
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BANCA POPOLARE DI SONDRIO: Fitch Affirms 'BB+' LongTerm IDR
-----------------------------------------------------------
Fitch Ratings has affirmed Banca Popolare di Sondrio - Societa per
Azioni's (Sondrio) Long-Term Issuer Default Rating (IDR) at 'BB+'
and Viability Rating (VR) at 'bb+'. The Outlook on the Long-Term
IDR is Stable.

KEY RATING DRIVERS

Second-Tier Regional Bank: Sondrio's ratings reflect its
second-tier franchise as a regional bank with a traditional
commercial banking business model and small national market shares.
The ratings also consider the bank's adequate capitalisation and
funding and liquidity profile, the latter underpinned by its stable
customer deposits. Fitch believes that the bank's ability to
support structural improvements in its earnings generation and
sustainability over the cycles will largely depend on its delivery
on strategic initiatives aimed at strengthening its business
profile.

Moderate Risk Profile: Sondrio's franchise in wealthy Lombardy
somewhat mitigates risks from lending mainly to SMEs and small
retail businesses. Its tightened loan underwriting and risk
monitoring should reduce the risk of a significant inflow of new
impaired loans from higher interest rates and economic slowdown.
These, together with the proactive management of impaired loans,
have improved asset quality over the past four years.

Nevertheless, Fitch assessment considers Fitch expectation that the
bank will keep an impaired loans ratio above industry level.
Sondrio's exposure to the Italian sovereign in its securities
holdings will remain sizeable, but unrealised losses in the
portfolio are moderate and are unlikely to materialise given the
bank's sound funding and liquidity profile.

Above-Sector-Average Impaired Loans: Sondrio's impaired loans ratio
of 4.4% at end-March 2023 (4.3% at end-2022) was broadly stable
thanks to benign default rates, effective collections and small
portfolio sales. However, the ratio still lags behind the domestic
industry of about 3%. This improvement, however, provides Sondrio a
margin of maneuver to navigate expected asset-quality deterioration
from higher interest rates and inflation and weaker economic
growth.

Fitch expect the impaired loans ratio to remain broadly stable at
about 4.5% for the next two years, helped by continued inorganic
actions. Fitch forecasts are moderately above the target set by the
bank under its strategic plan.

Improving Operating Profitability: Sondrio is well positioned to
benefit from higher interest rates, and Fitch expect the bank to
continue improving its operating profit/risk-weighted assets (RWAs)
in 2023 and 2024 heading towards the 2% level. This will also be
supported by greater revenue diversification through the higher
distribution of wealth and insurance products, although their
contribution will likely lag behind the bank's direct domestic
peers. Higher revenue should help offset higher funding costs and
the likely increase in loan impairment charges.

Adequate Capital Buffers: Sondrio maintains sound capital ratios
and Fitch expect it to operate with a common equity Tier 1 (CET1)
ratio of at least 15% in the next two years, sustained by organic
capital generation despite increased dividend distribution compared
with the past. Fitch expect capital encumbrance by Italian
government bonds to remain high at about 1.7x of CET1 capital,
while encumbrance by net impaired loans should remain under control
close to current levels (nearly 13% at end-March 2023) over the
medium term.

Stable Funding, Ample Liquidity: Customer deposits are a large and
stable source of funding, due to the bank's established franchise
in its home region and strong client relationships, and fully fund
the loan book. Wholesale funding sources are adequately diversified
given Sondrio's business profile, although access to markets is
less frequent and more price-sensitive than at higher-rated
domestic peers. Liquidity is sound (liquid assets were 30% of total
assets at end-March 2023), with the bank's LCR at 155% at end-March
2023.

RATING SENSITIVITIES

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

Sondrio's ratings are vulnerable to a significant weakening of the
operating environment in Italy, due for example to a much slower
economic growth than Fitch forecasts, and persistently high
inflation, negatively affecting the bank's overall financial
performance.

The ratings will likely be downgraded if the impaired loans ratio
increases above 6% and operating profitability falls below 1% of
RWAs without the prospect of recovery in the short term. This is
especially the case if the CET1 ratio falls closer to 13% and
capital encumbrance by unreserved impaired loans rises on a
sustained basis with no signs of reversion.

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

An upgrade would require a broader and more diversified business
model, resulting in more resilient earnings generation through the
interest rate cycle, for instance by increasing the contribution of
commission income to total revenue, more in line with peers'.

An upgrade would also require an operating profit of at least 2% of
RWAs on a sustained basis, an impaired loans ratio consistently
below 4% and reduced capital encumbrance by Italian government
bonds, while maintaining a CET1 ratio of at least 14%. An
improvement in the operating environment would also be rating
positive.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

DEPOSIT RATINGS

Sondrio's long-term deposit rating is one-notch above its Long-Term
IDR, reflecting full depositor preference in Italy and the
protection offered by the combined buffers of junior and senior
debt to deposits given the compliance with minimum requirement for
own funds and eligible liabilities (MREL).

The short-term deposit rating of 'F3' maps to a 'BBB-' long-term
deposit rating.

SENIOR PREFERRED DEBT

Sondrio's senior preferred (SP) debt is rated in line with the
bank's Long-Term IDR because the bank uses SP debt to meet its
MREL.

SUBORDINATED DEBT

The subordinated debt is rated two notches below its VR for loss
severity to reflect poor recovery prospects. No notching is applied
for incremental non-performance risk because a write-down of the
notes will only occur once the point of non-viability is reached,
and there is no coupon flexibility before non-viability.

No Support: Sondrio's Government Support Rating (GSR) of 'ns'
reflects Fitch's view that although external extraordinary
sovereign support is possible, it cannot be relied upon. Senior
creditors can no longer expect to receive full extraordinary
support from the sovereign in the event that the bank becomes
non-viable. The EU's Bank Recovery and Resolution Directive and the
Single Resolution Mechanism for eurozone banks provide a framework
for resolving banks that requires senior creditors participating in
losses, if necessary, instead of or ahead of a bank receiving
sovereign support.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

The senior debt and deposit ratings are primarily sensitive to
changes in Sondrio's Long-Term IDR.

The deposit ratings could be downgraded by one notch and be aligned
with the IDRs in the event of a reduction in the size of the senior
and junior debt buffers, although Fitch view this as unlikely in
light of Sondrio's current and future MREL.

Sondrio's senior debt ratings could also be upgraded by one notch
if at some point the bank is expected to meet the resolution buffer
requirements with non-preferred instruments.

An upgrade of the GSR would be contingent on a positive change in
the sovereign's propensity to support the bank. In Fitch's view,
this is highly unlikely, although not impossible.

VR ADJUSTMENTS

The business profile score of 'bb+' is below the 'bbb' category
implied score because of the following adjustment reason: Market
position (negative).

ESG CONSIDERATIONS

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




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

CULLINAN HOLDCO: Fitch Cuts LongTerm IDR to 'B+'; Outlook Stable
----------------------------------------------------------------
Fitch Ratings has downgraded Cullinan Holdco SCSp's (Graanul)
Long-Term Issuer Default Rating (IDR) to 'B+' from 'BB-'. The
Outlook is Stable.

The downgrade reflects Fitch expectations of a sharp increase in
leverage in 2023, driven by Fitch forecast of a decline in EBITDA
due to a drop in pellets prices as a result of high inventories and
weak demand. Fitch forecast a subdued recovery in 2024 and 2025,
resulting in leverage ratios remaining above Fitch previous
negative sensitivity of 4.3x.

The rating also reflects Graanul's small size, customer
concentration, exposure to environmental and renewable-energy
regulations and lack of a clearly defined financial policy.

Rating strengths are Graanul's predictable cash flows, underpinned
by medium-term take-or-pay contracts with investment-grade or high
sub-investment-grade utilities, and by cost inflation pass-through
or fixed-price escalation provisions.

KEY RATING DRIVERS

Earnings Decline: Fitch assumes around a 21% annual decrease in
Graanul's EBITDA in 2023 due to challenging market conditions for
the European wood pellet business. In 2022 Graanul took advantage
of high prices of both energy and in spot pellet markets, which
offset lower volumes sold. This benefit diminished in 1H23 as
electricity costs normalised and high levels of inventories by
biomass powered utilities resulted in lackluster demand and a rapid
decline in pellet prices. In 1Q23 the company reported around a 15%
reduction in EBITDA and did not provide guidance for the remainder
of the year due to uncertainties around developments in 2023.

Leverage to Increase: Fitch forecast EBITDA net leverage to rise to
around 5.3x in 2023 from 4.4x in 2022. Fitch view market
fundamentals for wood pellets in Europe as remaining sound in the
medium term but assume that the company's recovery in EBITDA and in
its sales volumes will not reduce leverage to below Fitch previous
negative sensitivity of 4.3x. Fitch project EBITDA net leverage at
4.7x in 2024 and 4.6x in 2025.

As feedstock availability improves, Graanul's ability to maximise
its capacity will be conditional on winning new long-term
contracts, potentially outside Europe and its successful expansion
in the premium pellet market.

Excess Cash for Distributions: Fitch forecast Graanul's free cash
flow (FCF) to average EUR60 million per annum during 2023-2026.
However, Fitch expect the company to maintain only a moderate cash
balance, with excess cash to be deployed for either M&A or dividend
distributions.

Regulatory Risk: Fitch views the current regulatory environment as
broadly supportive for pellet producers although the sustainability
of feedstock faces increased regulatory scrutiny. Recent
developments in the EU market are, in Fitch view, positive due to
an agreement reached by EU legislators in June 2023 to revise the
Renewable Energy Directive, which despite certain restrictions,
continues to count primary woody biomass as 100% renewable and
zero-rated in the EU emissions trading system.

Subsidies for biomass in the UK, Graanul's largest contracted
market, run until 2027. However, the country's strategy beyond that
period has not yet been formalised, leading to uncertainty.

Medium-Term Revenue Visibility: Approximately on average 75% of
Graanul's revenue is contracted on a take-or-pay basis with the
balance sold on the spot market. Graanul targets take-or-pay
contracts with a duration of three to five years in contrast to
peers such as Enviva Inc., which has a weighted average contract
duration of 14 years. Shorter contracts allow for more frequent
pricing renegotiation, but, at the same time, may reduce long-term
earnings visibility.

Self Sufficiency Aids Margin Resilience: Graanul's partial
self-sufficiency in energy and heat production from six owned
combined heat and power plants, combined with its own fleet of four
vessels covering its shipping needs and a predominantly variable
cost base, also support margin resilience.

Small Scale: Cullinan's scale is small with an end-2022
Fitch-adjusted EBITDA of EUR139 million, despite being the
second-largest European wood pellets manufacturer. Fitch forecast
EBITDA to recover to around EUR130 million by 2025, based on modest
production growth and bolt-on acquisitions.

Concentrated Customer Base: Graanul has a concentrated customer
base with the three-largest European off-takers, Drax Group
Holdings Limited (BB+/Stable), RWE AG (BBB+/Stable), and Orsted A/S
(BBB+/Stable), which currently account for the majority of its
contracted volumes. Customer concentration is not uncommon among
pellet producers who bid for large contracts that often result in a
significant share by a single customer in the total revenue mix.

Strong Renewal Rate: Renewal rates have historically been very
strong and Graanul has a long-lasting relationship of more than 10
years with its top-three customers. Although in 1Q23 Graanul saw a
one-off shipment cancellation it remains strongly positioned for
future renewals as it is the second-largest European wood-pellet
supplier located in close proximity to its customers, with an
ability to provide sustainable bulk deliveries of good-quality
product.

DERIVATION SUMMARY

Graanul is the second-largest wood-pellet producer in Europe and
competes directly with the largest global pellet producer Enviva
Inc. (B+/Negative). Graanul is smaller than Enviva and its forecast
EBITDA net leverage of 5.3x at end-2023 is lower than Enviva's
6.3x. Both companies use take-or-pay contracts but Graanul prefers
shorter-term durations (three to five years) versus Enviva's
weighted average of 14 years. Graanul's shorter contracts and
proximity to European customers result in stronger EBITDA margins
of around 23.5% in 2022 versus Enviva's 14.2%.

Sunoco LP (BB+/Stable) is the largest fuel distributor in the US,
distributing around eight billion gallons a year. In addition to
distributing motor fuel, Sunoco also distributes other petroleum
products such as propane and lubricating oil, and around 25% of its
volumes is sold under long-term contracts. Sunoco is larger than
both Enviva and Graanul and its leverage is forecast at 4.2x in
2023.

KEY ASSUMPTIONS

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

- Capex on average at EUR15 million per annum in 2023-2026

- Volume CAGR of 6.6% including M&A contributions in 2023-2026

- EBITDA to fall around 21% in 2023 and then increase by 14% in
2024, 3% in 2025 and 10% in 2026

- EBITDA margin of 20.5% in 2023 and around 23% in 2024-2025

- M&A of EUR35 million in 2023, and EUR60 million per annum in
2024-2026

- No dividends over the forecast period

Recovery Analysis Assumptions:

Fitch recovery analysis assumes that Graanul would be reorganised
as a going concern (GC) in bankruptcy rather than liquidated

The GC EBITDA reflects Fitch's view of a sustainable,
post-reorganisation EBITDA on which Fitch base the enterprise
valuation (EV). The GC EBITDA of EUR100 million (net of lease
charges) reflects a material drop due to the market downturn with
modest corrective actions.

Fitch uses a multiple of 5.0x to estimate a GC enterprise value for
Graanul due to its position as the second largest wood-pellet
producer in Europe and contractual nature of its operations.

Its revolving credit facility (RCF) is ranked as super senior to
its senior secured notes

After deducting 10% for administrative claims, Fitch analysis
generated a waterfall-generated recovery computation (WGRC) in the
'RR3' band, indicating a 'BB-' rating for the senior secured notes.
The WGRC output percentage on current metrics and assumptions is
56%.

RATING SENSITIVITIES

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

- EBITDA net leverage consistently below 4.3x would lead to a
positive rating action

- Improvement in the business profile including scale, customer
diversification and contract duration

- A clearly defined financial policy

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

- EBITDA net leverage consistently above 5.0x

- Supply-chain issues, loss of contracts and/or material reduction
in share of contracted revenue leading to deterioration of the
financial profile

- Aggressive financial policy with debt-funded M&A or substantial
dividend distributions

- Adverse developments in regulation related to biomass energy

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: At end-1Q23 Graanul's liquidity was EUR127
million, including cash (EUR37 million) and a remaining EUR90
million RCF (EUR10 million drawn). The company does not have
material debt maturities until 2026 when its EUR630 million bonds
are due.

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.




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

AEDAS HOMES: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has affirmed AEDAS Homes, S.A.'s Long-Term Issuer
Default Rating (IDR) at 'BB-' with a Stable Outlook, and its senior
secured rating at 'BB'/'RR3'. Fitch has also affirmed the senior
secured rating of AEDAS Homes OpCo SLU's EUR325 million secured
notes at 'BB'/'RR3'. The notes are guaranteed by AEDAS Homes.

The affirmations reflect AEDAS Homes' positive trading performance,
with sales and EBITDA for the financial year that ended March 2023
(FY23) at EUR920 million (FY22 sales: EUR766 million) and EUR161
million (FY22 EBITDA: EUR147 million), respectively.

The market in which AEDAS Homes operates and its targeted segment
have shown resiliency in recent months, despite rising interest
rates and macroeconomic uncertainties. Also, profit margins
(reflecting average selling prices (ASPs), portfolio and product
mix and construction costs) are not expected to decline markedly.
Fitch forecasts this to continue for the remainder of the year,
although sales volumes may slightly reduce. The company's EBITDA
net leverage has been constantly below 2x over the past three
years, and Fitch expect the management to maintain this level.

KEY RATING DRIVERS

Positive Operating Performance: In FY23, AEDAS Homes delivered its
record-high number of 2,730 units per year, of which 2,120 are
build-to-sell (BTS) apartments and 610 are build-to-rent (BTR)
apartments. Total revenue from the core BTS sales (EUR773 million)
was complemented by opportunistic land sales (EUR30 million) and by
fees from AEDAS Homes' growing real estate service division (EUR5.1
million). The mix between BTS and BTR sales changed compared with
FY22 when deliveries were 2,166 for BTS and 91 for BTR. As a
result, the Fitch EBITDA margin slightly declined in FY23 to 17.5%
(FY22: 19.2%) as the gross margin on BTR sales (FY23: 19.1%) is
usually lower than that of BTS (FY23: 27.8%).

Building Costs Versus ASP: Pressure on the group's profit margins
stemming from cost inflation is mitigated by AEDAS Homes' long-term
framework agreements with its suppliers. Contracts are normally
fixed-price, but, in a few cases, the company agrees to indemnify
suppliers for soaring costs. Although construction costs have
increased, an illustrative 4% increase in direct raw material costs
can be offset by a 1% increase in ASP to help maintain AEDAS Homes'
net development margin.

BTR Complements Traditional BTS: AEDAS Homes launched its BTR
operations in 2019. The company seeks advance agreements with
private rented sector (PRS) operators to deliver turnkey BTR
developments before committing capital, minimising the risk of
end-purchase. To date, AEDAS Homes has completed seven turnkey
projects comprising more than 800 units. The orderbook's ASP of BTR
(EUR176,000) tends to be lower than that of BTS (EUR360,000),
reflecting the different configuration of units and specifications,
but also the lack of sales and marketing expenses (as BTR are bulk
sales), which the company does not have to charge to its PRS
customers.

BTR revenue has grown significantly to EUR112 million in FY23 from
EUR19 million in FY21. However, Fitch expects BTR activity to slow
down in the coming months given the fluctuation of interest rates
and the uncertainties related to property valuations, which may
halt investors' appetite for this asset class. The BTR order book
decreased to EUR100 million in FY23 from EUR180 million in FY22.

Housing Demand Supportive: Demand for AEDAS Homes' products
continued to be favourable in FY23, despite the uncertain
macro-economic backdrop and the sharp increase of interest rates
making house mortgages more expensive. Over the past 10 years,
demand for new homes across Spain has outpaced supply, especially
in densely populated areas where the company operates. About a
fourth of AEDAS Homes' permitted land is located in and around
Madrid, and the rest is spread across prominent regions such as
Catalonia, East and Mallorca, Costa del Sol and Andalusia.

Most Customers Are Families: Most of AEDAS Homes' customers are
families or newly formed households - the majority of purchases
being their primary residence. For this cluster of buyers, the
decision to move into a new home is based on affordability, as well
as own needs and personal circumstances, and is less influenced by
pure financial considerations as opposed to investors. A third of
AEDAS Homes' purchasers in FY23 were cash buyers with no mortgage.

Resilient Orderbook: The orderbook at FY23 was healthy at EUR1.2
billion, slightly down compared with FY22. It comprises orders for
3,136 BTS and 567 BTR units. These pre-sales cover 75% and 32% of
the management's targeted deliveries for FY24 and FY25,
respectively. Consequently, AEDAS Homes' FY24 income statement is
already certain. Cancellations are generally very low and, over the
past two years, just below 1% of pre-sales were cancelled.

Advance payments received by customers before the units are handed
over correspond to a minimum 20% of the total purchase price, up to
30% for second homes and 40% for specific projects or locations.
The initial 50% of these advance payments is requested at the
signing and is non-reimbursable in case of cancellation by the
client.

Disciplined Approach to Leverage: EBITDA net leverage was steady at
1.9x over the past two years. The higher EBITDA at FY23 (EUR162
million vs FY22: EUR147 million) balanced the gross debt increase
resulting from higher production volumes. Fitch expect leverage to
stay well within Fitch's rating sensitivities aided by the
management's rigorous approach to land investment and profitability
targets. At end-March 2023, AEDAS Homes had a total landbank
equivalent to 15,255 units, 90% of which were already permitted,
corresponding to more than five years of production.

New Housing Law: In May 2023, the Spanish parliament approved a
multi-faceted federal housing law. This will allow (but not
require) regional authorities to apply a set of measures, including
rent controls on new and existing leases as well as social housing
requirements for new developments. The Right to Housing Law (Ley
por el Derecho a Vivienda) envisages rent caps for apartments owned
by landlords (with 10 properties or more) in areas with tight
supply.

Fitch believe that given the complexity of introducing these
measures in specific areas (zoning), any regulation will take a few
years to be fully implemented. Also, some authorities in key
regions have already expressed their concerns in implementing the
rules as they may discourage new investment and prevent more new
housing from being created.

DERIVATION SUMMARY

AEDAS Homes specialises in mid-to-high value dwellings of large
multi-family condominiums in Spain's prominent cities. The ASP of
its orderbook was EUR360,000 in FY23, higher than that of Via
Celere Desarrollos Inmobiliarios, S.A.U. (BB-/Stable) at
EUR279,000. UK-based peers Miller Homes Group (Finco) PLC (Miller
Homes, B+/Stable) and Maison Bidco Limited (trading as Keepmoat;
BB-/Stable) focus instead on single-family homes in selected
regions of the UK away from London.

In the Spanish housing market, the option-to-buy-land rights are
not widely used as they are in UK. In Spain, the seller of the land
may offer deferred payment terms to the buyer, limiting the
homebuilder's cash outflow at the time of the acquisition.
Keepmoat's ability to obtain favourable payments terms when
purchasing land is a feature of its partnership model, which
entails working closely with local authorities from the early
stages of a development, including the identification and sourcing
of suitable land and its project planning.

Spanish housebuilders with their own portfolios of existing
available land are committing resources to the BTR segment as it
allows them to sell a whole development in bulk, reducing the stock
of land previously amassed. AEDAS Homes' strategy entails seeking
advance agreements with PRS operators to deliver turnkey BTR
developments before committing capital, minimising the risk of the
end-purchase of its projects. Via Celere recently entered into a
joint venture (45:55) with a specialised operator for the forward
sale of all its 12 BTR projects, which the company started to build
speculatively without any advance agreement in place. As a result,
the leverage profile of AEDAS Homes has shown more stability and
predictability over the past two years.

Fitch has been transparent in disclosing, and where appropriate
reflecting in its rating case, the management's intentions to
target certain financial policies over the rating horizon that
extends beyond two-three years. Fitch does not penalise a company
for its private equity ownership or assume that cash will be
extracted out of the group, despite bonds' permitted distribution
mechanisms. If the improvement in financial metrics accelerates,
this could warrant an upgrade as per Fitch's rating sensitivities.
Equally, if dividend payouts and use of cash worsen the metrics,
Fitch could downgrade the ratings.

Under Fitch's "Corporate Recovery Ratings and Instrument Ratings
Criteria", the secured debt of a company with a 'BB-' IDR can be
rated up to two notches from its IDR with a Recovery Rating of
'RR2'. Similar to other 'BB-' rated Spanish homebuilders, AEDAS
Homes' secured debt has a one-notch uplift to 'BB' and a 'RR3'
Recovery Rating, reflecting the significant volatility of
collateral values in this asset class in Spain.

KEY ASSUMPTIONS

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

- A moderate reduction of total units delivered in FY24 (2,600) and
FY25 (2,650) compared with FY23 (2,730)

- BTR sales to reduce at 3%-6% of total sales given the current
market conditions

- Measured land spending and working capital net outflow averaging
EUR45 million in each of the next three years

- Dividend payments to follow the FCF generated over the years,
with a minimum pay-out ratio at 50% of net income

RATING SENSITIVITIES

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

- EBITDA net leverage below 1.5x

- Consistently positive FCF

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

- EBITDA net leverage above 3.0x

- Negative FCF over a sustained period

LIQUIDITY AND DEBT STRUCTURE

Healthy Liquidity: At end-March 2023, AEDAS Homes had access to
EUR200 million of unrestricted cash (net of EUR46 million related
to advance payments that can only be accessed to fund the related
developments), and EUR55 million of undrawn super-senior revolving
credit facilities. At FY23, AEDAS Homes had EUR4.6 million land
financing and EUR125.7 million developer loans, typically drawn by
the company and its subsidiaries to fund new projects and repaid
upon their completions and sale.

ISSUER PROFILE

AEDAS Homes is one of the largest homebuilders in Spain with a
focus on Madrid and the country's largest conurbations.

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.


NEINOR HOMES: Fitch Withdraws 'BB-' LongTerm IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has affirmed Spanish housebuilder Neinor Homes,
S.A.'s Long-Term Issuer Default Rating (IDR) at 'BB-' with a Stable
Outlook. Simultaneously, Fitch has withdrawn Neinor Homes' rating
and will no longer provide ratings or analytical coverage of the
company.

The rating affirmation reflects Neinor Homes' solid business
profile and positive 2022 trading performance, with sales of
residential volumes only marginally down from its 2021 record-high.
The group's in-house residential-for-rent platform is growing, and
the vertical integration in this segment allows the company to
diversify its revenue stream through the provision of rental
services.

Fitch has withdrawn Neinor Homes' rating for commercial reasons.

KEY RATING DRIVERS

Volumes Slightly Down: Neinor Homes' products are typically
mid-to-high value apartments developed in Spain's high-demand
regions. In 2022, Neinor Homes delivered 2,743 units (FY21: 3,038),
the largest number among its Spanish peers. As the company is also
focusing on new business lines, Fitch expect build-to-sell (BTS)
volumes for the next three to decrease to about 2,000-2,500 units
delivered per year. The orderbook in 2022 was 2,056 units
(equivalent to EUR552 million), providing high visibility of the
management's targeted sales for 2023 (71% covered).

The company monitors the rate at which the stock is sold, which was
a healthy 5.5%-6.5% per month in 2022. The cancellation rate of
about 1% for the year continues to be at a historical low level.

Diversified Living Offer: Complementing the traditional BTS
activity, in February 2020 Neinor Homes launched a new residential
build-for-rent business (BTR), aiming to create a portfolio of
4,500 rental homes over the following five years. By end-2022, the
BTR division already completed and managed 542 homes with an
average occupancy rate of 96% and annualised gross rental income of
about EUR5 million. Before end-2022, the company added 258 flats to
its rental platform and by end-2023 it should complete 900 more
units.

As part of Neinor Homes' expansion strategy, the management is
currently exploring the building of senior living units,
potentially co-investing with specialised operators in this growing
residential segment. Neinor Homes' vertical integration for its
rental business means that the company sources and promotes the
land, and develops and retains its own BTR portfolio offering
in-house rental management services, which may result in higher
leverage than other homebuilding companies.

Favourable Regional Housing Demand: Neinor Homes' portfolio is in
Spain's attractive areas, where demand is stable or growing, and
where there is a limited new housing supply. These provinces are
expected to record a household growth 33% higher than the national
average in the next 10-15 years. The stock surplus that emerged at
the peak of the global financial crisis in 2009 has either been
slowly absorbed by the market since or continues to be unsold; in
the most densely populated areas of Spain, the imbalance between
demand of new homes and their supply has grown over the past 10
years.

Secured Notes Redemption: In February 2023, Neinor Homes launched a
voluntary cash tender offer on its secured notes for up to EUR157
million. Aiming to complete the redemption of the outstanding
notes, in April 2023, Neinor Homes accessed a EUR140 million bank
loan and bought back the outstanding EUR143 million notes. By
end-April, the company fully redeemed - and subsequently cancelled
- the EUR300 million secured notes issued in 2021.

Shareholders Friendly Policy Implemented: At end-March 2023, Neinor
Homes' management outlined its new financial policy aimed at
enhancing shareholders' return in the coming years. The revised
strategy entails the distribution of up to EUR600 million in the
next five years, of which EUR450 million are in the next three. As
part of this strategy, Neinor Homes is actively seeking
opportunistic bulk-sales of some of its BTR assets.

In June 2023, Neinor Homes completed the sale, for EUR66 million,
of 209 homes and four commercial properties located in Valencia,
representing about 20% of Neinor Homes' total BTR portfolio. The
company will continue to manage these properties through its asset
management subsidiary, Renta Garantizada.

DERIVATION SUMMARY

With an average selling price (ASP) of about EUR300,000 per unit,
Neinor Homes targets the medium-to-high-end segments of the housing
demand for its modern apartments. The other two Spanish Fitch-rated
homebuilders Via Celere Desarrollos Inmobiliarios, S.A.U.
(BB-/Stable) and AEDAS Homes, S.A. (BB-/Stable) offer similar
products in similarly prominent Spanish conurbations. The UK-based
peers Miller Homes Group (Finco) PLC (Miller Homes, B+/Stable) and
Maison Bidco Limited (trading as Keepmoat; BB-/Stable) focus
instead on single-family homes in selected regions of the UK away
from London. Neinor Homes partly dedicates its construction
expertise and land bank to BTR, but unlike its two domestic peers,
it may keep the BTR assets on its balance sheet, becoming a rental
operator for such properties.

KEY ASSUMPTIONS

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

- BTS deliveries averaging 2,500 units in the next two years, BTR
completions of about 900 units in 2023

- ASP of EUR300,000-320,000 over 2023-2025

- Disciplined land investment, supported by the vast land owned

- Dividend pay-outs in line with management strategy

RATING SENSITIVITIES

Rating sensitivities are no longer relevant as the rating has been
withdrawn.

LIQUIDITY AND DEBT STRUCTURE

Active Debt Management: At end-December 2022, Neinor Homes'
liquidity was abundant, comprising EUR203 million of unrestricted
cash and EUR50 million undrawn secured revolving credit line. In
1Q23, Neinor Homes used part of this cash to buy-back EUR157
million of the outstanding EUR300 million secured notes, then fully
redeemed in April, when the company was granted a EUR140 million
green loan from a pool of banks.

At FY22, Neinor Homes' short-term debt was EUR129 million, most of
which was for developer loans and land financing that are typically
repaid upon completion and sale of the apartments. The next large
corporate debt maturity will be in 2026 when the EUR140 million
green loan will mature.

ISSUER PROFILE

Neinor Homes is one of the largest homebuilders in Spain with a
growing residential-for-rent property portfolio.

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.




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

ACCLAIM UPHOLSTERY: Goes Into Administration
--------------------------------------------
Sam Metcalf at TheBusinessDesk.com reports that a major East
Midlands furniture manufacturer has fallen into administration.

Acclaim Upholstery, which has its head office in Long Eaton, has
called in joint administrators Martin Buttriss and Carol Best from
Begbies Traynor, TheBusinessDesk.com relates.

The move comes two weeks after Acclaim filed a notice of intention
(NOI) to appoint administrators, TheBusinessDesk.com notes.

According to its latest accounts, made up to March 31, 2022,
Acclaim employs 144 people.

The accounts paint of a picture of a company struggling with labour
and raw material shortages -- as well as price inflation,
TheBusinessDesk.com discloses.  The accounts cover an eight-month
period, during which time Acclaim made a loss before tax of
GBP456,144, TheBusinessDesk.com states.  Turnover dropped from
GBP10.6 million to just over GBP7 million, according to
TheBusinessDesk.com.


EMPIRE CINEMA: Clydebank Site to Remain Open Despite Collapse
-------------------------------------------------------------
BBC News reports that the Empire Cinema in Clydebank is to remain
open for now after the chain collapsed into administration -- with
the immediate loss of 150 jobs.

Six outlets have closed, with a further eight under threat, BBC
discloses.

According to BBC, the Clydebank cinema is among those which will
continue to trade while administrators BDO look for a buyer.

It says the impact of the Covid pandemic and the cost of living
crisis have "significantly affected" the business, BBC notes.

Empire cinemas in Bishop's Stortford, Catterick Garrison,
Sunderland, Swindon, Walthamstow and Wigan closed on Friday, July
7, BBC recounts.

As well as Clydebank, sites in Birmingham, High Wycombe, Ipswich
and Sutton and the two Tivoli-branded venues in Bath and Cheltenham
will continue to trade as the administrators look for a buyer, BBC
states.

BDO said the cinemas employed a total of 437 staff across England
and Scotland, BBC relates.

Gift cards, ticket e-codes, guest passes and readmission tickets
will continue to be valid at trading cinema sites, the
administrators added, BBC notes.

Advance ticket purchases at sites which have closed will be
automatically refunded, according to BBC.


EUROSAIL 2006-1: S&P Affirms 'B (sf)' Rating on Class E Notes
-------------------------------------------------------------
S&P Global Ratings raised to 'A+ (sf)' from 'A (sf)' its credit
ratings on EUROSAIL 2006-1 PLC's class B1a, B1c, C1a, and C1c
notes. At the same time, S&P affirmed its 'BB (sf)', 'BB (sf)', and
'B (sf)' ratings on the class D1a, D1c, and E notes, respectively.

On May 19, 2023, S&P raised its long- and short-term issuer credit
ratings (ICRs) on Barclays Bank PLC, the transaction account and
guaranteed investment contract (GIC) provider.

The notes currently amortize sequentially, having breached the pro
rata payment triggers for arrears and cumulative repossessions. Due
to the combination of sequential amortization and a nonamortizing
reserve fund that is at its target balance, this transaction
benefits from increased credit enhancement since S&P's previous
review.

S&P's weighted-average foreclosure frequency (WAFF) assumptions
have increased for this transaction since its previous review,
primarily due to increased arrears.

  Table 1

  WAFF And WALS levels

  RATING     WAFF (%)     WALS (%)     EXPECTED LOSS (%)

  AAA        36.53        23.40          8.55

  AA         31.68        17.47          5.53

  A          28.97         8.88          2.57

  BBB        26.24         4.77          1.25

  BB         23.21         2.71          0.63

  B          22.53         2.00          0.45

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

S&P said, "Our ratings on all classes of notes in this transaction
are capped at 'A+'--the long-term ICR on Barclays Bank--due to lack
of remedial actions to address a previous downgrade trigger breach.
The class B1a, B1cb, C1a, and C1c notes would have obtained higher
ratings without this cap. Following our May 19, 2023, upgrade of
Barclays Bank, we raised to 'A+ (sf)' from 'A (sf)' our ratings on
these classes.

"We also affirmed our 'BB (sf)' ratings on the class D1a and D1c
notes based on our credit and cashflow analysis and forward-looking
view of collateral performance.

"We affirmed our 'B (sf)' rating on the class E notes to reflect
the available credit enhancement and the transaction's stable
credit performance. Moreover, we do not expect principal or
interest payments when due to depend on favorable financial and
economic conditions under our 'CCC' ratings criteria."

Eurosail 2006-1 is a U.K. nonconforming RMBS transaction originated
by Preferred Mortgages Ltd.


GULF INTERNATIONAL: Fitch Ups LongTerm IDR (xgs) From 'BB+(xgs)'
----------------------------------------------------------------
Fitch Ratings has affirmed Gulf International Bank (UK) Limited's
(GIBUK) Long-Term Issuer Default Ratings (IDRs) at 'A-' with a
Stable Outlook.

Fitch has also upgraded the bank's Long-Term IDR (xgs) to
'BBB-(xgs)' from 'BB+(xgs)' and its Short-Term IDR (xgs) to
'F3(xgs)' from 'B(xgs)' following an upgrade of the parent Gulf
International Bank B.S.C.'s (GIB) IDRs (xgs).

KEY RATING DRIVERS

GIBUK's IDRs are driven by its Government Support Rating (GSR) of
'a-' and reflect a very high probability of support flowing
directly from the Saudi authorities given the bank's indirect Saudi
ownership. This reflects the Saudi authority's strong ability - as
indicated by Saudi Arabia's sovereign's rating of 'A+'/Stable - and
willingness to provide support to GIBUK.

Fitch does not assign a Viability Rating (VR) to GIBUK because its
franchise relies largely on GIB's (A-/Stable) ownership and on its
links to and indirect ownership by Saudi Arabia. The Stable Outlook
mirrors that of the Saudi sovereign.

PIF Ownership: In assessing potential support, Fitch takes into
consideration GIBUK's ownership structure as a fully owned
subsidiary of Bahrain's GIB. GIB is in turn 97.2% owned by the
Public Investment Fund of Saudi Arabia (PIF), the sovereign's
investment arm.

Easy to Support: GIBUK's size is small relative to the Saudi
government's resources and significant external reserves make
potential support immaterial for the sovereign. Fitch's assessment
of support considers the long record of support by the Saudi
authorities and a strong ability to provide support, as reflected
by Saudi Arabia's rating.

UK Bank: GIBUK was established in 1975 as a UK-based commercial
bank and asset manager. It is authorised by the Prudential
Regulation Authority (PRA) and regulated by the PRA and the
Financial Conduct Authority. It is also permitted to manage
investments, provide custody services and deal in investments as
principal.

Niche Business Model: GIBUK does not have a lending licence. Its
principal businesses are treasury operations, where the bank places
its largely Gulf Cooperation Council (GCC) institutional deposits
in short-term money-market instruments and asset management, which
involves using the bank's expertise and ties to the Gulf region to
offer discretionary portfolios to its clients.

Low Risk Appetite: GIBUK's credit risk is limited and managed
through prudent placements and adequate controls. Its securities
portfolio (end-2022: 10% of total assets) is diversified and
largely comprises investment-grade bonds. Foreign-currency risk is
hedged through matching liabilities and assets and the use of
derivatives when necessary.

No Impaired Loans: As the bank does not have a lending license
gross loans were zero at end-2022. Stage 2 and Stage 3 assets were
also zero as the entire credit risk of the bank relates to
short-term investment-grade exposures with around half of its total
assets in the form of balances with central banks (Federal Reserve
and Bank of England).

Weak but Improving Profitability: GIBUK reported moderate operating
profit in 2022, primarily from its treasury division, as the
environment of higher interest rates supported a sharp increase in
net interest income. This drove an increase in the bank's operating
profit to 0.6% risk-weighted assets (RWAs) in 2022 (2021: negative
0.7%). The bank has continued investing in its asset-management
franchise, expanding the range of its funds offering.

Strong Capitalisation: GIBUK's common equity Tier 1 (CET1)
increased to 23.2% at end-2022 (end-2021: 19.7%) due to contraction
in RWAs and positive internal capital generation. Fitch views the
bank's capitalisation as strong, supported by strong asset quality,
a low risk appetite and largely investment-grade credit exposures.

Stable Liquidity; High Concentration: GIBUK is entirely funded by a
small number of GCC institutional depositors, which leads to high
concentration, but these deposits have historically been stable and
represent longstanding relationships. Liquidity is supported by the
short-term maturity profile of assets and the bank's high liquidity
buffers.

RATING SENSITIVITIES

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

- A downgrade of GIBUK's IDRs would be driven by a downgrade of its
GSR. This would be triggered by a downgrade of Saudi Arabia, which
is unlikely given the Stable Outlook on the sovereign.

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

- An upgrade of the bank's IDRs could come from an upgrade of the
GSR, following an upgrade of Saudi Arabia.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

GIBUK's Long-Term IDR (xgs) is in line with its parents' Long-Term
IDR (xgs). GIBUK's Short-Term IDR (xgs) is mapped to its Long-Term
IDR (xgs).

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

GIBUK's IDRs (xgs) are sensitive to changes in GIB's IDRs (xgs).

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

GIBUK's Long-Term IDRs are linked to the Saudi sovereign's.

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.

J TOMLINSON: Enters Administration, Reviews Options
---------------------------------------------------
Business Sale reports that Nottingham-headquartered contractor J
Tomlinson has fallen into administration after failing to secure
financing for future investment.

The group has named Raj Mittal and Nathan Jones of FRP Advisory as
joint administrators, Business Sale relates.

According to Business Sale, Raj Mittal commented: "Despite its
scale and the success achieved across a number of its divisions,
the severe impact of COVID and recent inflationary pressures meant
that J. Tomlinson was not in a financial position to continue
trading and so we have had to make the difficult decision to cease
operations."

Mr. Mittal added that the joint administrators were now "assessing
options on next steps and have started our engagement with clients
and creditors regarding ongoing projects and liabilities."

The majority of the firm's approximately 400 staff have been made
redundant upon the appointment of the joint administrators,
Business Sale notes.

In its accounts for the year ending September 30 2021, the group
reported turnover of GBP106.2 million, up from GBP94.7 million,
Business Sale discloses.  Despite its improved performance
following the initial disruption of the COVID-19 pandemic, the
company still fell to a GBP657,000 pre-tax loss, Business Sale
states.

At the time, the company's fixed assets were valued at GBP2.9
million and current assets at GBP38.2 million, Business Sale says.
At that point, the company's net assets amounted to GBP5.6 million,
according to Business Sale.

J Tomlinson was founded in 1950 as an electrical contracting firm
and has since expanded across numerous markets. The group is a
major UK contractor, operating through a network of regional
offices in Sheffield, Derby, Wigan, Beeston, Sutton Coldfield,
Doncaster, Kirkby-in-Ashfield and Wakefield.


MAJESTIC BINGO: Goes Into Administration, Seeks Buyer
-----------------------------------------------------
Business Sale reports that Majestic Bingo, one of the UK's largest
independent bingo operators, has fallen into administration.

The company posted a notice of intention to appoint administrators
on June 27 and has subsequently named Interpath Advisory's Chris
Pole and Tim Bateson as joint administrators, Business Sale
relates.

The company is based in Spalding, with a support office in
Mansfield, and currently operates eight bingo halls across the UK.
At the time it entered administration, the company employed 143
staff across its bingo halls, which include the Roman Bank hall in
Skegness and three clubs in Wales, Business Sale notes.

Despite being historically profitable, the company has been hit by
a number of adverse factors over recent years, Business Sale
discloses.  The COVID-19 pandemic heavily impacted the company,
causing significant reductions in admissions, which have failed to
recover fully, Business Sale states.

The company's profitable Spalding bingo hall was subsequently hit
by a major fire in May 2021 and has not reopened, Business Sale
recounts.  The firm has also been adversely impacted by the
cost-of-living crisis and the decline in disposable income across
the UK, Business Sale relays.

These factors have severely damaged the company's financial
position, leading to cashflow challenges and, ultimately, the
appointment of administrators, according to Business Sale.  In its
most recent accounts, for the year ending December 31, 2021, the
company reported turnover of GBP6.6 million, down from GBP7.3
million a year earlier, while its pre-tax losses widened from
GBP706,000 to GBP833,000, Business Sale discloses.

"Majestic is one of the UK's most recognisable independent bingo
operators, but in recent years has seen trading adversely affected
by the impact of lockdowns during the COVID-19 pandemic, as well as
the cost-of-living crisis," Business Sale quotes Interpath Advisory
director and joint administrator Tim Bateson as saying.

"We will continue to trade the business in the immediate term while
we seek a buyer for the business, and would encourage any
interested parties to make contact with us as soon as possible."


NEPTUNE ENERGY: Fitch Puts 'BB+' IDR on Rating Watch Positive
-------------------------------------------------------------
Fitch Ratings has placed Neptune Energy Group Midco Limited's
(Neptune) Long-Term Issuer Default Rating (IDR) of 'BB+' on Rating
Watch Positive (RWP). This follows its announcement of its
acquisition by Eni SpA (A-/Stable), with German assets being carved
out and its Norwegian assets sold to Var Energi as part of the
closing procedure.

Fitch has affirmed Neptune Energy Bondco Plc's senior unsecured
notes at 'BB+'. The Recovery Rating is 'RR4'. The issuer is a
direct subsidiary of Neptune, which guarantees the notes on a
senior unsecured basis. Neptune's bonds and its reserve-based loan
(RBL) will be repaid ahead of closing.

The RWP reflects Fitch expectation that Eni will integrate
Neptune's assets to maximise industrial synergies and use its
infrastructure and broader market access to achieve higher price
realisation across gas-heavy production added through the
acquisition.

As Neptune's debt will be repaid ahead of closing, Fitch expects
Eni will fund Neptune's operations from its central treasury
function. This, together with the Neptune acquisition supporting
Eni's decarbonisation strategy, indicates that a top-down rating
approach under Fitch's Parent and Subsidiary Linkage (PSL) Rating
Criteria will likely be applied to Neptune's rating upon closing of
the transaction.

As the acquisition is expected to be completed in 1Q24, the
resolution of the RWP may take longer than the six months.

Neptune's current rating reflects the group's operational scale of
150-165 thousand barrels of oil equivalent per day (kboepd),
adequate reserve life of 8.5 years and conservative financial
profile with its net debt/EBITDAX target of below 1.5x through the
cycle, all relevant until the closing of the transaction.

KEY RATING DRIVERS

Parent Support Expected: Following the acquisition Eni will be the
sole owner of the remaining business that comprises Neptune's UK,
Dutch, North African and

APAC assets. Fitch understand from Neptune management the acquired
business will be debt-free and Fitch expects the business to be
centrally funded through Eni's treasury functions. This in Fitch
view would support a top-down rating approach under Fitch's PSL
Rating Criteria under which Fitch would assess legal, strategic and
operational incentives for parent support.

Legal and Operational Incentives: Fitch expect Eni to manage
Neptune assets along with the rest of its portfolio with regard to
production and marketing agreements. Apart from the Dutch assets,
the rest of Neptune's portfolio has significant overlap with Eni's
geographic footprint.

Eni's public debt documentation has no guarantees or cross-default
clauses.

Strategic Incentives: While the Eni-acquired assets will add less
than 5% to Eni's consolidated upstream production the high
gas-weighted production matches Eni's strategy to increase its
gas-weighted production to 60% by 2030. The assets fit well with
Eni's low-emission production targets (mainly the UK assets with
carbon intensity below 5kg/boe).

The Dutch assets are mature with high operating expenditure but are
also more advanced with regard to low-carbon technologies such as
CCUS. In Algeria, Neptune's Touat JV is also in line with Eni's
goal to increase production and exports from Algeria.

Strong Financial Profile: Under Fitch's oil and gas price
assumptions and production at the lower end of Neptune's guidance
Fitch forecast that it will generate funds from operations (FFO) of
around USD900 million in 2023-2026, assuming its current
consolidated profile. Fitch expect FFO net leverage to average 1.5x
in 2023-2026, up from 0.7x in 2022. Neptune has an internal target
to maintain a conservative capital structure with net debt/EBITDAX
below 1.5x (as per company definition) through the cycle.

Operational Scale Moderating: Production guidance for 2023 is
150-165 kboepd (all production numbers include contributions from
equity-accounted affiliates). Ramp-up of Njord and start-up of
Fenja and Seagull in 2H23 will support production in the short term
but this is offset by unplanned and planned outages in the rest of
the operations. In the medium term, increasing operational scale as
reflected in the higher production run-rate of 150-165 kboepd
(based on the current asset portfolio) underpin the company's
positioning compared with peers' and support the current 'BB+'
rating.

Diversified Asset Base: Fitch assess Neptune's current reserve base
as fairly diversified. In 2022, its three largest projects, Gjoa in
Norway, Cygnus in the UK and Jangkrik in Indonesia, accounted for
20%, 11% and 15% of production, respectively. Neptune's
diversification across assets and countries reduces the company's
exposure to potential technical issues and country risks (eg.
exposure to windfall taxes). The share of natural gas, including
LNG, is 75% of Neptune's portfolio (based on 2022 production), but
its revenue is more diversified by pricing mechanisms as its LNG
sales are pegged to oil.

Reserve Replacement Important: Neptune's proved reserves of
464mmboe in 2022 are at the lower range of what Fitch view as
commensurate with the 'BB' rating category. However, its reserve
life of around 8.5 years based on Fitch-expected 2023 production is
in line with peers'. This is also partly mitigated by the company's
low leverage, which should allow for bolt-on acquisitions and
exploration as shown by Neptune's five-year reserve replacement
ratio of 99%.

Strong Environmental Credentials: Neptune's assets demonstrate
strong performance in carbon and methane intensity, with potential
to electrify some additional assets/hubs. The company plans to take
a leading role in energy transition with a net zero target (Scope
1, 2 and 3) by 2030; its aim is to store more carbon in depleted
fields than is emitted from operations and the use of its products.
Plans for carbon storage in the Netherlands are well-advanced and
Neptune is working on other projects for carbon storage as well as
green hydrogen production across its asset portfolio.

DERIVATION SUMMARY

Neptune's current level of production (135kboepd in 2022) is
comparable to that of Murphy Oil Corporation (BB+/Stable,
175kboepd), but lower than that of Harbour Energy PLC (BB/Stable;
208kboepd) and Aker BP ASA (BBB/Stable; 309kboepd). This is partly
offset by the company's diversified production across regions and
products (oil, natural gas, and LNG).

Neptune's current proved reserve life of around 8.5 years (based on
Fitch-expected 2023 production) is in line with similarly rated
peers' but its absolute level of reserves of 464mmboe is at the
lower end of what Fitch view as commensurate with the 'BB'
category. This is partly offset by a conservative financial
profile, allowing for bolt-on acquisitions.

KEY ASSUMPTIONS

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

- Production (excluding equity-accounted affiliates) averaging
150kboe/d in 2023-2026

- Oil and gas prices in line with Fitch's price deck in 2023-2026

- Effective tax rate averaging 66% in 2023-2026

- Capex averaging USD700 million per year in 2023-2026

- Dividends at 15%-30% of Fitch-calculated operating cash flows

RATING SENSITIVITIES

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

- Successful completion of the acquisition

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

- As the rating is on RWP, Fitch do not expect negative rating
action in the short term. However, if the transaction is aborted a
Stable Outlook may be assigned and the ratings affirmed assuming
EBITDA net leverage is no more than 2x (FFO net leverage not
exceeding 2.5x) on a sustained basis

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: As of end-March 2023, Neptune held USD409
million of cash and USD300 million headroom under its RBL against
USD26 million of short-term debt. Following its refinancing of the
RBL in 2Q23, Neptune is adequately funded for the next 18 months.
Its senior unsecured notes mature in 2025 but are planned to be
repaid along with the RBL before the acquisition is completed.

SUMMARY OF FINANCIAL ADJUSTMENTS

Leases of USD122.6 million excluded from total debt amount.
Right-of-use asset depreciation of USD42.9 million and net interest
expense on lease liabilities of USD2.8 million treated as operating
expenditure, reducing EBITDA by USD45.7 million

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.


OAT HILL 3: Fitch Assigns 'B-(EXP)sf' Rating to Class F Notes
-------------------------------------------------------------
Fitch Ratings has assigned Oat Hill No.3 PLC (OH3) expected
ratings.
The assignment of final ratings is conditional on the receipt of
final documents conforming to the information already reviewed.

ENTITY / DEBT    RATING
-------------                  ------        
Oat Hill No.3 PLC

A XS2639038384  LT    AAA(EXP)sf  Expected Rating
B XS2639039192  LT    AA+(EXP)sf  Expected Rating
C XS2639039275  LT    A+(EXP)sf         Expected Rating
Class A Loan  LT    AAA(EXP)sf  Expected Rating
D XS2639039606  LT    BBB+(EXP)sf       Expected Rating
E XS2639065601  LT    BB(EXP)sf         Expected Rating
F XS2639066088  LT    B-(EXP)sf  Expected Rating
Z VFN   LT    NR(EXP)sf  Expected Rating

TRANSACTION SUMMARY

OH3 is a securitisation of buy-to-let (BTL) and owner-occupied (OO)
residential mortgage assets originated by Capital Home Loans
Limited (CHL) and secured against properties in the UK. The assets
were securitised in Oat Hill No.2 plc (OH2) and in Oat Hill No.1
plc (OH1).

KEY RATING DRIVERS

Seasoned Asset Pool: The pool consists of seasoned loans originated
before the global financial crisis (GFC), which benefit from a
considerable level of indexation. The weighted average (WA) indexed
current loan-to-value (LTV) of 49.2% in turn leads to a low WA
sustainable LTV (62.7%) and higher WA recovery rate (RR) than is
typical for a predominantly buy-to-let (BTL) asset pool rated by
Fitch. The WA interest coverage ratio (ICR) on the BTL assets is
129.7% while the OO loans have a WA debt-to-income (DTI) of 21.5%,
indicating strong affordability for the majority of borrowers.

The pool consists entirely of interest-only (IO) loans (99.2%) and
a small portion of OO assets (6.1%) that are typical of pre-GFC
non-conforming assets with high levels of arrears (one-month plus
at 15.1% and restructures at 26.2%).

IO Maturity Concentration: The BTL portion of the pool has a
considerable IO maturity concentration (53.9%) over a three-year
period (2031-2033). The concentrated IO's WA foreclosure
frequencies (FFs) are driving the WAFF levels in for the
investment-grade class A to D notes.

Reduced Originator Adjustment: The performance of the asset pool
has been stable since OH2's closing in 2020 and has deteriorated in
the past six months. It is in line with that of similar pools of
the same originator (Auburn 13 and 14 PLC) and other pools with
similar characteristics This is an improvement compared with OH1's.
As a result, Fitch applied an originator of 1.0x, in line with
comparable transactions, reduced from OH2's.

Low-Margin Tracker Rate Loans: The asset pool consists of
low-margin (with a WA margin of 1.26%) floating-rate assets that
track the Bank of England base rate (BBR). To ensure liquidity
coverage, a liquidity reserve fund will be available for the class
A to D notes (subject to principal deficiency ledger (PDL) lock-out
triggers) and for the most senior notes outstanding, while
principal receipts can be used to cover interest shortfalls.

Unhedged Basis Risk: As the notes pay daily compounded SONIA, the
transaction will be exposed to basis risk between the BBR and
SONIA. Fitch stressed the transaction's cash flows for basis risk,
in line with its criteria.

Combined with the low asset margins, this resulted in limited to no
excess spread in Fitch's cash flow analysis, depending on the
stress scenarios modelled.

RATING SENSITIVITIES

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

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

Additionally, unanticipated declines in recoveries could result in
lower net proceeds, which may make certain note ratings susceptible
to negative rating action depending on the extent of the decline in
recoveries. Fitch found that a 15% WAFF increase and 15% WA
recovery rate (RR) decrease would result in downgrades of up to
three notches.

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

Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing CE levels and, potentially,
upgrades. A decrease in the WAFF of 15% and an increase in the WARR
of 15% would result in upgrades of up to three notches.

DATA ADEQUACY

Fitch reviewed the results of a third-party assessment conducted on
the asset portfolio information at the time of the OH1 and OH2
transactions, and concluded that there were no findings that
affected the rating analysis.

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

OH3 has an ESG Relevance Score of '4' for 'Customer Welfare - Fair
Messaging, Privacy & Data Security' due to legacy origination
practices that include loans advanced with limited affordability
checks, which has a negative impact on the credit profile and is
relevant to the ratings in conjunction with other factors.

It has an ESG Relevance Score of '4' for 'Human Rights, Community
Relations, Access & Affordability' due to legacy originations with
a high concentration of IO loans, 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.


PLEXUS LAW: Bought Out Administration by Axiom Ince
---------------------------------------------------
Business Sale reports that Axiom Ince Limited has pounced to
acquire the business and assets of defendant insurance firm Plexus
Law out of administration.

Administrators from Interpath Advisory were appointed to Plexus on
July 7, immediately securing a sale to Axiom Ince, Business Sale
relates.

According to Business Sale, the deal sees Axiom Ince take on 520
Plexus Law employees and 20 fixed share partners.  Plexus is based
in Leeds and comprises Plexus Legal LLP, which operates from
offices in Leeds, London, Liverpool, Manchester, Chelmsford and
Evesham and Plexus North, which is located in Edinburgh.

Plexus filed notice of its intention to appoint administrators in
June, saying that it needed to find a buyer after a major investor
worth around GBP5 million withdrew from the business, Business Sale
recounts. Several firms reportedly had an interest in acquiring the
company, but Axiom quickly became the frontrunner, Business Sale
relays.

The deal is the latest in a series of acquisitions made by Axiom,
which was formed through the 2021 merger of Axiom Stone and DWFM
Beckman, Business Sale notes.  Earlier this year, the firm acquired
London practice Wiseman Lee as it sought to expand its presence in
the capital, before acquiring the business and certain assets of
listed firm Ince Group in a pre-pack deal in May, Business Sale
recounts.

The Plexus group was incorporated in 2017, following the
acquisition of certain work and assets from former legal firm
Parabis law.  According to the administrators, after the
acquisition, a new management team detected "irregularities"
relating to its historical financial performance.

A review subsequently found that contingent fees had been
over-recognised in its accounts, which led to profits being
overstated in 2020 and 2021, Business Sale discloses.  As a result
of the investigation, the company's 2021 statutory accounts were
delayed and the previously-declared profits reversed, Business Sale
notes.

Because of this, the company had a significant cash requirement,
but saw its position further exacerbated by declining sales and the
impact of the COVID-19 pandemic, Business Sale states.  Interpath
Advisory were then engaged to examine the options available to the
group, including a sale or new investment, before ultimately being
appointed as its administrators, Business Sale relates.


THAMES WATER: Shareholders to Inject GBP750 Million of New Equity
-----------------------------------------------------------------
Gill Plimmer at The Financial Times reports that Thames Water has
fallen short of its goal of raising GBP1 billion of urgent funding,
instead securing conditional agreement from its shareholders to
inject GBP750 million of new equity.

According to the FT, the troubled UK utility said on July 10 its
investors had agreed to provide the GBP750 million by April 2025 if
certain conditions were met.

These include a business plan "that underpins a more focused
turnround" with targeted performance improvements and "appropriate
regulatory arrangements" -- an apparent reference to how much it is
allowed to raise customer bills by the industry watchdog Ofwat, the
FT discloses.

News of the equity commitment helped a GBP400 million bond issued
by the group's holding company to pare back some recent losses, as
it rose 7.5p to 66.5p, the FT notes.

"We have the unanimous backing of our shareholders," Cathryn Ross,
co-chief executive, said in an interview with the FT, emphasising
that the company had GBP4.4 billion of liquidity.

"We are getting equity when we need it and we need less right
now."

But Thames Water, which provides water and sewage services to 15
million customers in and around London, also warned it would need a
further GBP2.5 billion from investors by 2030 to be "financially
resilient" and to lower leverage and reduce leaks, the FT states.

The company, the FT says, is being closely monitored by the
government, which is on standby for a temporary nationalisation in
case it collapses.

It had already asked investors for GBP1.5 billion last year but
received only GBP500 million by March, the FT recounts.

David Black, Ofwat chief executive, told a House of Lords committee
hearing last week that Thames Water was struggling to secure the
remaining GBP1 billion in the short term, the FT relates.

The group has come under pressure from rising interest rates, which
have increased the financing costs on its GBP16 billion debt pile,
as well as a need to raise infrastructure spending following public
outcry over sewage overflows and leaks, the FT discloses.

Net financing costs climbed 24% in the 12 months to the end of
March, while the company has also been hit by the rising price of
energy, chemicals and labour, the FT recounts.

The company received GBP35.7 million in fines for pollution between
2017 and 2023, the FT relays, citing the Environment Agency.

Fears about Thames Water's finances erupted last month after chief
executive Sarah Bentley abruptly quit just two years into an
eight-year restructuring plan, the FT discloses.  Ms. Ross, a
former head of Ofwat, was subsequently appointed interim co-chief
executive along with Alastair Cochran, the FT relays.



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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,
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

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

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