---

       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

          Thursday, July 13, 2023, Vol. 24, No. 140

                           Headlines



C Z E C H   R E P U B L I C

ENERGO-PRO AS: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable


F R A N C E

CASINO GUICHARD-PERRACHON: Moody's Lowers CFR to Ca, Outlook Neg.
CERELIA PARTICIPATION: Moody's Alters Outlook on B3 CFR to Stable


G E R M A N Y

DIC ASSET: S&P Downgrades ICR to 'BB-' on Tightening Liquidity
SC GERMANY 2023-1: Fitch Gives 'BB(EXP)sf' Rating to Class E Notes
SC GERMANY 2023-1: Moody's Assigns (P)B1 Rating to Class F Notes


G R E E C E

ALPHA SERVICES: S&P Lowers Rating on Tier 2 Notes to 'CCC'


I R E L A N D

DILOSK RMBS NO. 7: S&P Assigns Prelim. BB+(sf) Rating on X1 Notes


I T A L Y

MUNDYS SPA: S&P Affirms 'BB+/B' ICRs, Outlook Stable


N E T H E R L A N D S

ANQORE HOLDING: S&P Assigns 'B' LongTerm ICR, Outlook Stable
EUROSAIL-NL 2007-2: Fitch Affirms 'B-sf' Rating on Class B Notes


S P A I N

KRONOSNET TOPCO: S&P Affirms 'B+' ICR & Alters Outlook to Negative


S W E D E N

NOBINA AB: Fitch Affirms & Then Withdraws 'BB' Long Term IDR


S W I T Z E R L A N D

DUFRY AG: S&P Ups ICR to 'BB' on Successful Autogrill Acquisition
MATTERHORN TELECOM: Fitch Assigns First Time 'BB-' LongTerm IDR
MATTERHORN TELECOM: S&P Raises ICR to 'BB-', Outlook Stable


U N I T E D   K I N G D O M

BLERIOT MIDCO: Moody's Affirms 'B2' CFR, Outlook Stable
BRANTS BRIDGE 2023-1: Fitch Assigns 'BB+sf' Rating to Class E Debt
BRANTS BRIDGE 2023-1: S&P Assigns BB(sf) Rating on E-Drfd Notes
CO-OPERATIVE GROUP: S&P Affirms BB- ICR & Alters Outlook to Stable
LINDHURST ENGINEERING: Bought Out of Administration by ECS

PATAGONIA HOLDCO 3: S&P Lowers ICR to 'B-' on Higher Leverage
PHARMACEUTICAL PACKAGING: Enters Administration, Halts Operations
RICHMOND UK: S&P Affirms 'CCC+' LT ICR & Alters Outlook to Stable
SAGA PLC: S&P Affirms 'B-' LongTerm ICR, Off Watch Negative
SIMON LEE: Enters Administration, Taps BDO

SKYLARK: Goes Into Administration, Seeks Buyer
UNBOUND GROUP: Failure to Secure Funding May Lead to Collapse
[*] UK: Company Insolvencies Expected to Keeping Rising

                           - - - - -


===========================
C Z E C H   R E P U B L I C
===========================

ENERGO-PRO AS: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed ENERGO-PRO a.s.'s (EPas) Long-Term
Issuer Default Rating (IDR) at 'BB-' with Stable Outlook.

The Stable Outlook reflects Fitch's view that funds from operations
(FFO) net leverage (adjusted for connection fees and guarantees)
will return to levels that are commensurate with its 'BB-' rating
from 2024 after having been strong for the rating over 2021-2023.
This would be driven by stabilised market electricity prices and
lower profitability of supply in Bulgaria, an end to compensations
for previous periods of underperformance in Georgia and EPas's
willingness and ability to increase shareholder distributions
during years of strong performance.

The 'BB-' Long-Term IDR is constrained by significantly higher cash
flow volatility relative to other rated European utilities',
foreign-exchange (FX) mismatch between revenue and debt, operating
environment risk, and key-person risk from ultimate ownership by
one individual. Rating strengths are a high, although decreasing,
share of regulated activities, supportive regulatory regimes for
networks in Georgia and Bulgaria, and some geographic and business
diversification.

KEY RATING DRIVERS

Robust Performance in 2022-2023: Fitch-calculated EBITDA reached a
record EUR306 million in 2022 (up 53% vs. 2021) on buoyant market
electricity prices across all regions, high supply margins in
Bulgaria, a strong Georgian lari, high distribution tariffs and
lower-than-expected purchase power costs in Georgia. Fitch forecast
EPas to report slightly above EUR200 million EBITDA in 2023 as
market electricity prices moderate. This would result in FFO net
leverage (adjusted for connection fees and guarantees) remaining
below its positive rating sensitivity of 4.5x in 2023, as was the
case in 2021-2022.

Re-leveraging Expected: Fitch believe most factors contributing to
strong performance in 2022-2023 are of temporary nature and
forecast FFO net leverage (adjusted for connection fees and
guarantees) increasing to levels that are consistent with the
rating from 2024. This would be on the back of stabilising
electricity market prices, normalising supply margins in Bulgaria,
lower distribution tariffs from 2024 in Georgia as compensations
for previous periods of under-performance end, and the continued
weakening of the Turkish lira.

Increased Shareholder Distributions: EPas is planning to distribute
EUR100 million in 2023 compared with an average of around EUR40
million annually in 2019-2022. Distributions are constrained by a
4.5x net debt/EBITDA incurrence covenant and remain flexible and
subject to business needs. EPas increased distributions versus its
original plan in 2022 and expects to do so in 2023. Its flexible
distributions policy supports Fitch view that current low leverage
is likely to be unsustainable.

Higher Capex: Fitch have raised Fitch capex expectations to an
average of around EUR100 million annually over 2023-2026, which is
slightly below management expectations. The increase is related to
higher network investments in Georgia, which should be reflected in
tariffs in the next regulatory period; in storage batteries at EP
Varna; and construction of a new hydro plant in Columbia.

Decreasing Share of Regulated Businesses: Regulated and
quasi-regulated activities accounted for 57% of EPas's EBITDA in
1Q23 (down from 64% in 2021 and 89% in 2017, based on company
estimates). In 2022 EPas switched its Bulgarian hydro plants (HPPs)
to market terms ahead of the expiry of tariff support mechanisms.
Fitch expect this share to continue falling - assuming normalised
market conditions - but at a slower pace, following a gradual move
to merchant for its HPPs in Georgia linked to the liberalisation of
the generation market in that country. Fitch will tighten Fitch
rating sensitivities if the share of regulated EBITDA falls below
50%.

Volatile Cash Flows: EPas's Fitch-calculated EBITDA ranged between
EUR96 million and EUR306 million in 2016-2022, due to volatile
electricity market prices, variable hydro generation and a less
than consistent application of the regulatory frameworks in Georgia
and Bulgaria leading to tariff changes and working-capital swings.
These factors limit cash flow predictability, contributing to
volatile credit metrics. This is only partially balanced by a
flexible capex and dividend policy.

Weaker Coverage Expected: EPas's cost of debt is rising. In
February 2022 it refinanced a 4% EUR370 million bond issued in 2017
with a new USD435 million bond at 8.5%. Fitch forecast interest
coverage to weaken once EPas refinances its EUR250 million 4.5%
Eurobond due May 2024 with a new issue at a higher rate based on
Fitch assumptions.

Market Liberalisation in Georgia: In 2020 Georgia adopted the
electricity market model, under which electricity producers with
installed capacity below 120MW will gradually be relieved of
public-service obligation as they transition to market-based
principles. By end-2022, around half of 489MW of the company's
hydro installed capacity has been liberalised. EPas expects the
remaining HPPs to be gradually deregulated by 2027. Fitch expect
this to have a positive financial effect as market prices are
higher than regulated ones, but their volatility decreases cash
flow predictability.

DERIVATION SUMMARY

EPas benefits from a higher share of regulated activities in EBITDA
than Bulgarian Energy Holding EAD (BEH, BB+/Stable, Standalone
Credit Profile (SCP): bb), higher geographical diversification and
a better carbon footprint, which is close to zero. This is
partially balanced by BEH's larger scale of operations, higher
integration across the electricity value chain, lower leverage and
lower exposure to FX. Overall, EPas has a moderately higher debt
capacity than BEH.

Central European utilities like PGE Polska Grupa Energetyczna S.A.
(BBB+/Stable), TAURON Polska Energia S.A. (BBB-/Stable), ENEA S.A.
(BBB/Stable) and MVM Zrt (BBB/Negative) are larger in size and have
stronger market positions than EPas.

EPas has a stronger business profile than Turkish power producers
Zorlu Yenilenebilir Enerji Anonim Sirketi (B-/Stable) and Aydem
Yenilenebilir Enerji Anonim Sirketi (B/Negative), due to a better
operating environment, integration into networks and geographical
diversification. EPas's financial profile is also moderately
stronger than that of its Turkish peers.

EPas has greater geographic diversification, more stable
regulation, and deeper integration into networks than
Uzbekhydroenergo JSC (BB-/Stable, SCP: b), a hydro producer with a
monopoly in Uzbekistan rated at the same level as the Republic of
Uzbekistan (BB-/Stable), reflecting its strong links with the
state.

KEY ASSUMPTIONS

Fitch's key assumptions within Fitch rating case for the issuer
include:

-- Electricity generation at about 2.4 TWh annually in 2023-2026

-- Electricity distribution at about 11.5 TWh annually in
2023-2026

-- Market prices for electricity at EUR95/MWh in Bulgaria and
EUR81/MWh in Turkiye in 2023, followed by a gradual decline to
EUR80/MWh in Bulgaria and EUR72/MWh in Turkiye in 2026

-- Capex on average at around EUR100 million annually over
2023-2026, which is below management forecast

-- Distributions to shareholder on average at EUR33 million
annually over in 2023-2026

-- Euro to the US dollar at 1.05, euro to Turkish lira at 23-36
and euro to Georgian lari at 2.9-3.2 over 2023-2026

-- Around EUR47 million guarantees included as off-balance-sheet
obligations in 2023-2026

RATING SENSITIVITIES

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

-- Improved FFO net leverage (excluding connection fees and
including group guarantees) below 4.5x and FFO interest coverage
(excluding connection fees) above 4x on a sustained basis

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

-- Higher distributions to shareholders and lower profitability
and cash generation leading to FFO net leverage (excluding
connection fees and including group guarantees) above 5.5x and FFO
interest coverage (excluding connection fees) below 3x on a
sustained basis

-- Significant weakening of the business profile with lower
predictability of cash flows may lead to a tighter leverage
sensitivity or a downgrade

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: At end-1Q23 EPas had cash and equivalents of
EUR70 million and unused committed bank overdrafts of EUR122
million (including EUR43 million maturing in less than a year)
against short-term debt of EUR15 million and Fitch-expected
negative free cash flow over the following 12 months of around
EUR60 million. EPas plans to refinance its EUR250 million notes
maturing in May 2024 with a new up to EUR310 million notes maturing
in 2035 and guaranteed by the US International Development Finance
Corporation.

FX Mismatch in Revenue/Debt: EPas remains subject to FX
fluctuations, as its debt at end-2022 was euro- and
dollar-denominated. This is in contrast to its local-currency
denominated revenue in Georgian lari, Bulgarian leva and Turkish
lira, although the Bulgarian leva is pegged to the euro. EPas does
not use hedging instruments, other than holding some cash in
foreign currencies.

ISSUER PROFILE

EPas is a utility company headquartered in the Czech Republic with
operating companies in Bulgaria, Georgia and Turkiye. Its core
activities are power distribution to over two million customers and
electricity generation at HPPs with a total installed capacity of
749MW and a gas-fired plant of 110MW.

SUMMARY OF FINANCIAL ADJUSTMENTS

-- Change in inventory, provisions, other income are excluded from
EBITDA

-- Guarantees of EUR48 million at end-2022 issued by EPas under
loan agreements of its sister companies are treated as off-balance
sheet obligations and included in debt ratios

-- Net loans granted to shareholders are reclassified as
dividends

-- For the purpose of FFO net leverage (excluding connection fees)
and FFO interest coverage (excluding connection fees) calculations
Fitch reduced FFO by the amount of customer connection fees
received as they are set off against capex

ESG CONSIDERATIONS

Fitch have revised EPas's ESG Relevance Score for Group Structure
to '4' from '5' due to a smaller negative impact of guarantees in
favour of its sister companies within the DK Holding Group on
EPas's credit metrics over the last two years, amid an improved
financial profile. Guarantees add around 0.3x to FFO net leverage
(excluding connection fees) over 2023-2026. These guarantees are no
longer a highly relevant factor to the ratings, but have a negative
impact on the credit profile, and are relevant to the ratings in
conjunction with other factors.

EPas has an ESG Relevance Score of '4' for Governance Structure,
due to the company being part of the larger DK Holding Group, which
is ultimately owned by one individual. This has a negative impact
on the credit profile, and is relevant to the rating in conjunction
with other factors.

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




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

CASINO GUICHARD-PERRACHON: Moody's Lowers CFR to Ca, Outlook Neg.
-----------------------------------------------------------------
Moody's Investors Service has downgraded to Ca from Caa3 the
corporate family rating of Casino Guichard-Perrachon SA (Casino or
the company) and to C-PD from Ca-PD the probability of default
rating. Moody's has also downgraded to Ca from Caa2 Casino's backed
senior secured term loan B rating, to C from Ca its senior
unsecured ratings and affirmed Casino's deeply subordinated
perpetual bonds' C rating. Concurrently, Moody's has downgraded to
Caa3 from Caa2 the backed senior secured rating of Quatrim SAS. The
outlook on all the ratings remains negative.

RATINGS RATIONALE

The rating action reflects Moody's expectation of very low recovery
rates in the event of a default due to the company's ongoing
challenges in stabilising operating performance and the related
negative working capital cash flows leading to a rapid
deterioration of the company's liquidity.

The company's operating challenges are magnified by the company's
large negative working capital position and increasing concern
among parties involved in the company's supply financing. As
volumes decline, the negative working capital movement of the
company increases and the company's liquidity rapidly deteriorates.
Additionally, Casino has guided to a EUR621 million reduction in
supplier financing, including a EUR175 million reduction of its
reverse factoring program in 2023, further compounding the
company's liquidity issues. As of December 2022, the company had
EUR553 million reverse factoring outstanding in France.

The company has announced that it will have sufficient liquidity
until the end of 2023. However, this remains contingent on its
operating performance and the evolution of working capital and
supplier financing in the coming months.

Moreover, on July 4, 2023, the company received two equity offers
which, if accepted, would confirm Moody's assumption of very low
recovery rates. Both offers are conditional on the full
equitization of the senior unsecured debt, the partial equitization
of the backed senior secured term Loan B and revolving credit
facility and the extension, without equitization, of the backed
senior secured bond issued by Quatrim SAS.

ESG CONSIDERATIONS

Governance considerations have been a key driver of the rating
action reflecting the company's intention to restructure its debt,
its request to stop interest and principal payment and proposal to
write off all its unsecured debt and between EUR1.0 and 1.5 billion
of senior secured debt. Casino's Governance Issuer Profile Score
(IPS) remains G-5 and its Credit Impact Score remains CIS-5.

STRUCTURAL CONSIDERATIONS

The C-PD probability of default rating reflects Moody's expectation
that a default in the form of missed interest or principal payment
is very likely within the next 2 months and a default in the form
of a debt restructuring, with significant losses for debtholders,
very likely in the next 3 to 6 months.

The backed senior secured rating of Quatrim SAS is Caa3 reflecting
better recovery rates compared to other classes of Casino's debt.
The Quatrim SAS' bond security package include shares in the
company's real estate company L'Immobilière Groupe Casino (IGC).
This is also captured in  the equity offers received by Casino.

The company's backed senior secured term loan B is rated Ca, in
line with the CFR, reflecting its limited recovery prospects. The
senior unsecured bonds and the subordinated bonds are rated C,
reflecting the very limited recovery prospects.

RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook reflects the very high probability of a
default under Moody's definition and the risk that the ongoing
operational and liquidity issues could result in even lower
recoveries, notably for senior secured creditors.

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

An upgrade of Casino's ratings is currently unlikely but could
occur if a sustainable capital structure is put in place following
a debt restructuring and there is evidence that its liquidity
profile improves, supported for example by stabilizing operating
performance.

Conversely, downward pressure could arise if estimated recovery
values continue to deteriorate beyond the current expectations.

LIST OF AFFECTED RATINGS

Downgrades:

Issuer: Casino Guichard-Perrachon SA

Probability of Default Rating, Downgraded to C-PD from Ca-PD

LT Corporate Family Rating, Downgraded to Ca from Caa3

BACKED Senior Secured Bank Credit Facility, Downgraded to Ca from
Caa2

BACKED Senior Unsecured Regular Bond/Debenture, Downgraded to C
from Ca

Senior Unsecured Regular Bond/Debenture, Downgraded to C from Ca

Issuer: Quatrim SAS

BACKED Senior Secured Regular Bond/Debenture, Downgraded to Caa3
from Caa2

Affirmations:

Issuer: Casino Guichard-Perrachon SA

Subordinate Regular Bond/Debenture, Affirmed C

Outlook Actions:

Issuer: Casino Guichard-Perrachon SA

Outlook, Remains Negative

Issuer: Quatrim SAS

Outlook, Remains Negative

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Retail
published in November 2021.

COMPANY PROFILE

Casino is a French food retailer with some operations in Latin
America. The company reported EUR34 billion revenues in 2022. Its
primary shareholder is the French holding Rallye SA (Rallye), which
owned 52% of Casino's capital and held 61% of voting rights as of
March 2023.


CERELIA PARTICIPATION: Moody's Alters Outlook on B3 CFR to Stable
-----------------------------------------------------------------
Moody's Investors Service has changed to stable from negative the
outlook on the ratings of Cerelia Participation Holding SAS, the
parent company of Cerelia Group ("Cerelia" or "the company"), the
leading pan-European manufacturer of chilled dough and pancakes
with a presence in North America. Concurrently, Moody's has
affirmed the company's B3 corporate family rating, its B3-PD
probability of default rating and the B3 ratings on the EUR495
million equivalent senior secured term loan B due 2027 (comprising
euro-denominated and US dollar-denominated tranches) and the EUR100
million senior secured revolving credit facility (RCF) due 2026,
both borrowed by Cerelia Participation Holding SAS.

"The outlook change to stable from negative reflects Cerelia's
improvement in operating performance due to the successful pass
through of higher input costs and efficiency gains from high capex
investments in recent years, as well as Moody's expectations for
deleveraging and positive free cash flow generation over the next
12 to 18 months", says Valentino Balletta, a Moody's Analyst and
lead analyst for Cerelia.

"The rating remains weakly positioned in light of the still high
financial leverage; failure to show sustainable improvement in
operating performance and cash generation over the next 12 months
might still result in negative pressure on the rating", added Mr.
Balletta.

RATINGS RATIONALE

The outlook change to stable from negative reflects the company's
improving operating performance as earnings continue to rebound as
a result of successful pass through of higher costs, efficiency
gains and volume growth. Moody's expects that the company will be
able to further deleverage, mainly supported by EBITDA growth and
continued improvement in operating performance, while also
generating positive free cash flow going forward.

Moody's estimates that the company achieved a EUR77 million
Moody's-adjusted EBITDA in fiscal year ending June 2023 (fiscal
2023) and expects it to further improve towards EUR90 million over
the next 12 to 18 months. Following delays in passing higher energy
and raw material costs to customers in the first half of fiscal
2023, Cerelia's EBITDA has been improving in the second half of the
year, with contribution margins recovering at historical levels.
Moody's expects this trend to continue in fiscal 2024, as the
company will benefit from the full effect of pricing initiatives,
lower raw material and energy costs and higher volumes.
Furthermore, Cerelia's EBITDA will be sustained by efficiency gains
from capex investments and SKU rationalisation initiatives
performed over recent years.

The company's sales mix is predominantly geared towards private
label products, which will support volumes in the current economic
environment. Moody's believes that the company is well positioned
to benefit from favorable industry trends that include expansion
and higher acceptance of private-label brands as consumers become
more price conscious due to general inflation. The price point of
Cerelia's products is relatively low and the nature of these is
less discretionary than other consumer goods, given that the
company sells mainly everyday food. Moody's also estimates that the
potential shift in consumers' habits from out-of-home food
consumption to at-home food consumption, due to reduced purchasing
power, will support demand of Cerelia's products.

Continued turnaround in its North American division, which has
weighted and diluted the company's overall profitability in recent
years, together with new contracts with key customers in the US
will support volumes and allow for further efficiencies.

Moody's expects the company's credit metrics to improve over the
next 12 to 18 months albeit its financial leverage remains high for
the B3 rating category. Moody's expects the company's
Moody's-adjusted gross debt to EBITDA to decline from 9.5x as of
the end of June 2023 to 7.6x in June 2024, which is still above the
maximum tolerated level of 7.0x for the rating category, with
further improvements expected beyond fiscal 2024. The rating agency
also expects that the company will improve FCF generation over the
next 12-18 months on the back of higher EBITDA and lower capital
spending after the conclusion of major investments projects over
recent years.

Cerelia's B3 CFR continues to be supported by the company's (1)
leading market shares in niche product categories, across its core
European markets; (2) geographically diversified sales, with a
pan-European presence and diversification into North America; (3)
track record of maintaining long-term relationships with key
private-label customers, complemented by a portfolio of own brands;
(4) low production costs, and high share of variable costs; and (5)
adequate liquidity.

However, the rating is constrained by (1) the company's still high
financial leverage; (2) Cerelia's modest scale and focus on
relatively small market segments; (3) the execution risks related
to the company's ambitious volume-driven growth strategy; and (4)
still some execution risk in restoring profitability in the North
American business.

LIQUIDITY

Cerelia's liquidity is adequate, supported by around EUR36 million
of cash on balance sheet as of April 2023, EUR60 million
availability under the EUR100 million committed senior secured RCF
due in 2026, and expectations that Moody's-adjusted FCF will turn
positive going forward, remaining above than EUR15 million per
year. This supports some liquidity improvement essential to
mitigate the highly-leveraged capital structure.

Moody's notes that the company will have no material debt
maturities until 2026, when its RCF is due, although its EUR70
million unsecured state-guaranteed loan (PGE) will start amortising
from December 2024. Despite the fact that hedging on interest rates
will expire in the next fiscal year ending June 2024, Moody's
believes that the expected improvement in profitability will
support positive cash flow generation and the company's ability to
amortize the PGE loan by around EUR12 million every semester.

The senior secured RCF includes a springing financial covenant of
senior secured net leverage not exceeding 9.0x, tested only when
drawings under the facility exceed 40%. Moody's expects Cerelia to
maintain ample headroom against this threshold.

RATIONALE FOR STABLE OUTLOOK

While the company is weakly positioned in the rating category in
light of its still high financial leverage, the stable outlook
reflects Moody's expectation that Cerelia's operating performance
will continue to gradually improve over the next 12-18 months,
owing to the full effect of price actions, efficiency gains from
recent investments, and exposure to private label offering, which
will support volumes growth in the current economic environment.
The stable outlook assumes that the company will reduce it
financial leverage, while maintaining adequate liquidity and
generating positive FCF on a sustained basis from fiscal 2024
onwards.

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

Upward pressure on the ratings could develop if Cerelia (1)
successfully executes its strategy, demonstrating a solid track
record of sales growth and improving margins; (2) achieves a
sustainable improvement in the profitability of its North American
business; (3) reduces Moody's-adjusted gross debt to EBITDA ratio
towards 6.0x; and (4) generates meaningful and positive free cash
flow on a sustainable basis.

The ratings could be downgraded if the company (1) faces a
significant decline of sales volumes and revenue leading to a
sustained erosion of profit margins; (2) fails to achieve, and
maintain thereafter, a Moody's-adjusted gross debt to EBITDA ratio
below 7.0x by fiscal 2025; (3) its Moody's-adjusted EBITA interest
coverage ratio declines below 1.0x; or (4) FCF remains negative on
a sustained basis leading to a deterioration in liquidity.

LIST OF AFFECTED RATINGS

Affirmations:

Issuer: Cerelia Participation Holding SAS

Probability of Default Rating, Affirmed B3-PD

LT Corporate Family Rating, Affirmed B3

Senior Secured Bank Credit Facility, Affirmed B3

Outlook Action:

Issuer: Cerelia Participation Holding SAS

Outlook, Changed To Stable From Negative

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Consumer
Packaged Goods published in June 2022.

COMPANY PROFILE

Cerelia Participation Holding SAS is the parent company of Cerelia
Group, the leading pan-European manufacturer of ready-to-bake and
ready-to-heat bakery products with a presence in North America,
domiciled in France. The company produces primarily pie dough,
pizza dough and kits, pancakes, crepes and pancake bites, cookie
dough and baked cookies, crescent and other baked products. For the
year ended June 2023, Moody's estimates that the company reported
revenue of EUR787 million and Moody's adjusted EBITDA of EUR77
million.




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

DIC ASSET: S&P Downgrades ICR to 'BB-' on Tightening Liquidity
--------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
DIC Asset AG (DIC) and its senior unsecured debt to 'BB-' from
'BB'. S&P's recovery rating on the senior unsecured debt remains
unchanged at '3'.

The negative outlook reflects the current challenging market
environment for real estate companies, including rising interest
rates, pressure on property valuations, and low activity on the
transaction market. S&P believes this could lead to a further
weakening of the company's creditworthiness within the next couple
of quarters.

DIC has renegotiated its EUR400 million bridge loan, originally due
Jan. 31, 2024, including a partial repayment of EUR200 million,
with the remaining amount optional to extend its maturity to July
31, 2024. The company also announced the disposal of assets for a
total of EUR118.3 million, and a net cash inflow of EUR37.2
million.

DIC's recent announcement on disposals and renegotiation of the
bridge loan are not sufficient to clear our liquidity concerns.DIC
has announced several transactions aimed at strengthening its
liquidity position. The company agreed the disposal of two assets
for a total of about EUR118.3 million, which it expects to close in
third-quarter 2023 with a net cash inflow of about EUR37.2 million.
In addition, it renegotiated its EUR400 million outstanding bridge
loan, originally maturing in January 2024, including an immediate
repayment of EUR200 million of the outstanding amount, expected to
complete in July 2023, with the option to extend the maturity for
the remaining EUR200 million at its sole discretion to July 31,
2024. S&P said, "While we view those transactions as supportive for
the company's overall funding profile, they do not allay our
concerns regarding DIC's liquidity situation. As of March 31, 2023,
and pro forma recent transactions, we estimate that DIC's
outstanding short-term debt maturities of: approximately EUR485
million (excluding the EUR200 million bridge extension, now due
July 2024); a cash dividend payment of about EUR60 million; roughly
EUR55 million of committed capital expenditure (capex); and net
cash outflow on signed acquisitions over the next 12 months, are
tightly covered with its cash position of about EUR470 million, our
forecast of cash funds from operations (FFO) of EUR60 million-EUR65
million for the next 12 months, and a net cash inflow of recent
signed disposals of EUR37.2 million. In addition, over EUR500
million of debt will become due in the subsequent 12-month period,
including the extended EUR200 million bridge maturity and EUR248
million ESG-linked promissory notes. We therefore revised our
liquidity assessment to less than adequate from adequate, leading
to a one-notch downward adjustment of our rating. We understand
that DIC is strongly committed to raising sufficient funding to
improve its liquidity situation, but we remain cautious about the
timing and price of further disposals, given the volatile market
environment and expected further interest rate rise. We also
understand that the company's headroom under its bond covenants for
loan to value (LTV; set at 60%) remained tight at below 10% as of
March 31, 2023. Additionally, we understand that the renegotiations
of the bridge loan have brought an additional financial covenant,
which we will monitor very closely over the next few quarters and
update our analysis if necessary."

S&P said, "Our base case remains unchanged with little headroom on
DIC's debt-to-debt-plus-equity ratio.Incorporating recent
transactions, our base case remains broadly stable. We expect the
company's debt-to-debt-plus-equity ratio to remain at 57%-59%
(58.4% as of first-quarter 2023) over the next 12 to 24 months, and
EBITDA interest coverage to drop slightly to about 2.2x (2.4x as of
first-quarter 2023 on a rolling 12 months [RTM] basis) over the
same period versus our previous base case of about 2.5x-2.7x,
mainly because of the higher refinancing costs, including several
step ups until final maturity. We expect debt to annualized EBITDA
to be at about 13x to 14x (15.3x as of first-quarter 2023 RTM).
Thanks to recent refinancing efforts, including the bridge
renegotiations, we estimate that the company's average debt
maturity profile improved to 3.8 years from 3.5 years as of Dec.
31, 2022."

DIC's main shareholders opted for cash dividends, highlighting some
potential strategic differences. Following the acquisition of VIB
Vermogen AG at the beginning of 2022, which was mainly funded by
debt, DIC committed to deleveraging. The tough environment for the
property market has delayed the execution of DIC's strategy to
raise equity and secure sufficient asset disposals to compensate
for the leverage rise. In addition, rising interest rates and the
limited access to debt capital markets constrained the company's
liquidity situation. DIC offered its shareholders scrip dividend,
aiming to support its credit metrics and cash outflows. However,
only 6.6% of shareholders opted for this, leading to a cash
dividend payment of about EUR60 million. As of June 30, 2023, DIC's
largest shareholders were Deutsche Immobilien Chancen Group (34.3%
equity stake), Yannick Patrick Heller (10.1%), and RAG Foundation
(10%). As a result, S&P has lowered its assessment of DIC's
management and governance to fair from satisfactory.

S&P said, "We expect operating fundamentals to remain stable for
DIC's properties. As of March 31, 2023, the fair value of the
commercial portfolio stood at EUR4.1 billion, partially contracted
from EUR4.5 billion in December 2022, following the transfer of
about 31 properties to the recently established VIB retail fund.
The European Real Estate Association's (EPRA) vacancy rate for its
owned portfolio stood at a low 4.9%, albeit slightly increased from
the 4.3% reported in December 2022. DIC achieved solid
like-for-like annualized rental growth of 7.8% in first-quarter
2023, benefiting from lease renewals and lease indexation. We
forecast Consumer Price Index (CPI) inflation for Germany of 6.7%
for 2023 and 2.9% for 2024, which should further support rental
growth, because more than 90% of the contracts are linked to the
CPI. Although the ongoing tough market environment, combined with
cost-saving initiatives and potential reduction of required office
space, could represent a threat to further operational growth for
office real estate landlords--and slowing demand could affect
occupancy levels and rental income over the next two to three
years--DIC's lease portfolio is well spread, with only 2.6% of
leases maturing in 2023 (as of first-quarter 2023) and 6.6% in
2024, limiting short-term vacancy risks.

"The recovery rating remains at '3'. We maintained our recovery
rating on the EUR400 million senior unsecured bonds, due September
2026, at '3', indicating our expectation of 50%-70% recovery
(rounded estimate: 55%) in the event of a payment default. Our
issue rating is 'BB-', in line with the issuer credit rating.

"The negative outlook reflects the current challenging market
environment for real estate companies, including rising interest
rates, pressure on property valuations, and low activity on the
transaction market. We believe this could lead to a further
weakening of the company's creditworthiness within the next couple
of quarters.

"We could lower the rating by multiple notches if DIC fails to
secure at least EUR250 million-EUR300 million of funding sources
over the next three to six months and we see a likelihood that
material covenants will be breached."

S&P could also lower the rating if:

-- DIC's debt-to-debt-plus-equity ratio deteriorates to above
60%;

-- Debt to annualized EBITDA deviates strongly from our forecast;
or

-- Its EBITDA interest coverage declines to 1.8x or below over the
forecast period.

S&P could revise its outlook back to stable if the company
sustainably:

-- The company maintains a liquidity situation that does not lead
to a deterioration as described above;

-- Debt to debt plus equity remains well below 60%;

-- Debt to EBITDA does not deviate from S&P's current base case at
12x-13x; and

-- EBITDA interest coverage remains well above 1.8x.

A stable outlook would also depend on the company continuing to
generate a steady, predictable cash flows, including the
maintenance of high occupancy levels.

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


SC GERMANY 2023-1: Fitch Gives 'BB(EXP)sf' Rating to Class E Notes
------------------------------------------------------------------
Fitch Ratings has assigned SC Germany S.A., Compartment Consumer
2023-1's notes expected ratings.

The final ratings are contingent upon receipt of the final
documents and legal opinions conforming to the information already
received.

ENTITY / DEBT                     RATING
-------------                     ------
SC Germany S.A., Compartment
Consumer 2023-1

Class A                LT AAA(EXP)sf  Expected Rating
Class B                LT AA(EXP)sf   Expected Rating
Class C                LT A(EXP)sf    Expected Rating
Class D                LT BBB(EXP)sf  Expected Rating
Class E                LT BB(EXP)sf   Expected Rating
Class F                LT BB-(EXP)sf  Expected Rating

TRANSACTION SUMMARY

The transaction is a securitisation of unsecured consumer loans
originated by Santander Consumer Bank AG (SCB; A-/Stable/F2). The
transaction features a 12-month revolving period. The class A to
class E notes will then pay down pro rata until a performance or
other trigger is breached. The class F notes are paid sequentially
afterwards while also benefiting from amortisation through excess
spread via the interest priority of payments.

KEY RATING DRIVERS

Default Expectations Reflect Worsened Performance: Fitch has set
its default base case at 5.25%, which is above that for predecessor
transactions. This reflects the worsened performance of some recent
vintages due to borrowers facing increased costs of living. It also
gives credit to the originator's efforts of curbing further
deterioration, and a continuously resilient German labour market.

Pro-Rata Length Key to Repayment: In Fitch's cash-flow modelling,
the full repayment of senior notes is dependent on the length of
the pro-rata application of principal funds. Fitch finds the
three-month rolling average dynamic net loss ratio to be the most
effective trigger to stop the pro-rata period in the event of
performance deterioration.

Replacement Servicer Reserve Fee Introduced: This transaction has a
new feature, whereby a reserve that covers future fees charged by a
potential replacement servicer is posted upon certain triggers
being breached. Fitch believes the reserve will be adequate to
cover stressed 'AAA' servicer fees throughout the transaction's
life. No servicing fees are modelled as a result, resulting in
higher excess spread available to the structure.

Counterparty Risks Addressed: The transaction has a fully funded
liquidity reserve for payment interruption and reserves for
commingling and set-off risk, which will be funded if the seller,
SCB, is downgraded below 'BBB' and 'F2'. All reserves are adequate
to cover their respective exposures in line with Fitch criteria.

Rating triggers and remedial actions for the account bank and swap
counterparty are adequately defined and also in line with Fitch
criteria.

RATING SENSITIVITIES

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

Asset performance deterioration beyond Fitch current expectations
in form of higher defaults and larger losses due to adverse changes
in macroeconomic conditions, business practices or the legislative
landscape;

Defaults and losses being more back-loaded than assumed, leading to
a longer pro rata period.

Expected impact on the notes' ratings of increased defaults (class
A/B/C/D/E/F):

Increase default rate by 10%: 'AA+(EXP)sf'; 'A+(EXP)sf';
'A-(EXP)sf'; 'BBB(EXP)sf'; 'BB(EXP)sf'; 'BB-(EXP)sf'

Increase default rate by 25%: 'AA(EXP)sf'; 'A(EXP)sf';
'BBB+(EXP)sf'; 'BBB-(EXP)sf'; 'B+(EXP)sf'; 'B+(EXP)sf'

Increase default rate by 50%: 'A+(EXP)sf'; 'A-(EXP)sf';
'BBB-(EXP)sf'; 'BB+(EXP)sf'; 'CCC(EXP)sf'; 'CCC(EXP)sf'

Expected impact on the notes' ratings of reduced recoveries (class
A/B/C/D/E/F)

Reduce recovery rates by 10%: 'AA+(EXP)sf'; 'AA-(EXP)sf';
'A-(EXP)sf'; 'BBB(EXP)sf'; 'BB(EXP)sf'; 'BB-(EXP)sf'

Reduce recovery rates by 25%: 'AA+(EXP)sf'; 'A+(EXP)sf';
'A-(EXP)sf'; 'BBB(EXP)sf'; 'BB(EXP)sf'; 'BB-(EXP)sf'

Reduce recovery rates by 50%: 'AA+(EXP)sf'; 'A+(EXP)sf';
'A-(EXP)sf'; 'BBB(EXP)sf'; 'BB(EXP)sf'; 'BB-(EXP)sf'

Expected impact on the notes' ratings of increased defaults and
reduced recoveries (class A/B/C/D/E/F)

Increase default rates by 10% and reduce recovery rates by 10%:
'AA+(EXP)sf'; 'A+(EXP)sf'; 'A-(EXP)sf'; 'BBB-(EXP)sf'; 'BB(EXP)sf';
'BB-(EXP)sf'

Increase default rates by 25% and reduce recovery rates by 25%:
'AA-(EXP)sf'; 'A(EXP)sf'; 'BBB+(EXP)sf'; 'BBB-(EXP)sf';
'B+(EXP)sf'; 'B(EXP)sf'

Increase default rates by 50% and reduce recovery rates by 50%:
'A(EXP)sf'; 'BBB+(EXP)sf'; 'BBB-(EXP)sf'; 'BB(EXP)sf'; 'NR(EXP)sf';
'NR(EXP)sf'

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Actual defaults lower and losses smaller than assumed;

Reduction in inflationary pressure on food and energy and better
growth prospects for western European economies.

Expected impact on the notes' ratings (class A/B/C/D/E/F):

Reduce default rate by 10%: 'AAA(EXP)sf'; 'AA(EXP)sf'; 'A(EXP)sf';
'A-(EXP)sf'; 'BB+(EXP)sf'; 'BB+(EXP)sf'

Increase recovery rates by 10%: 'AAA(EXP)sf'; 'AA(EXP)sf';
'A(EXP)sf'; 'BBB(EXP)sf'; 'BB(EXP)sf'; 'BB(EXP)sf'

Reduce default rates by 10% and increase recovery rates by 10%:
'AAA(EXP)sf'; 'AA(EXP)sf'; 'A+(EXP)sf'; 'A-(EXP)sf'; 'BB+(EXP)sf';
'BB+(EXP)sf'

DATA ADEQUACY

SC Germany S.A., Compartment Consumer 2023-1

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

ESG CONSIDERATIONS

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


SC GERMANY 2023-1: Moody's Assigns (P)B1 Rating to Class F Notes
----------------------------------------------------------------
Moody's Investors Service has assigned the following provisional
ratings to Notes to be issued by SC Germany S.A., Compartment
Consumer 2023-1:

EUR[ ]M Class A Floating Rate Notes due September 2037, Assigned
(P)Aaa (sf)

EUR[ ]M Class B Floating Rate Notes due September 2037, Assigned
(P)Aa1 (sf)

EUR[ ]M Class C Floating Rate Notes due September 2037, Assigned
(P)Aa3 (sf)

EUR[ ]M Class D Floating Rate Notes due September 2037, Assigned
(P)Baa2 (sf)

EUR[ ]M Class E Floating Rate Notes due September 2037, Assigned
(P)Ba2 (sf)

EUR[ ]M Class F Floating Rate Notes due September 2037, Assigned
(P)B1 (sf)

RATINGS RATIONALE

The Notes are backed by a 12-month revolving pool of German
consumer loans originated by Santander Consumer Bank AG (A2/P-1
Bank Deposits, A1(cr)/P-1(cr)) ("SCB Germany").

The provisional portfolio consists of 53,858 loans granted to
obligors in Germany, for a total of approximately EUR1 billion as
of the May 31, 2023 pool cut-off date. The average balance is
EUR18,567, the weighted average interest rate is 7.15%, and
weighted average seasoning is 7.6 months. The portfolio, as of its
pool cut-off date, did not include any loans in arrears.

Moody's analysis focused, amongst other factors, on: (i) an
evaluation of the underlying portfolio of loans at closing and
incremental risk due to loans being added during the 12-month
revolving period; (ii) the historical performance information of
the total book; (iii) the credit enhancement provided by the
subordination, the liquidity reserve, excess spread and
over-collateralisation; (iv) the liquidity support available in the
transaction including the liquidity reserve; and (v) the overall
legal and structural integrity of the transaction.

According to Moody's, the transaction benefits from several credit
strengths such as the granularity of the portfolio, the
securitisation experience of SCB Germany and excess spread.
However, Moody's notes that the transaction features a number of
credit weaknesses, such as a complex structure including pro-rata
payments on Class A to E Notes from the first payment date after
the end of the revolving period. These characteristics, amongst
others, were considered in Moody's analysis and ratings.

Hedging: as the collections from the pool are not directly linked
to a floating interest rate, a higher index payable on the floating
Class A to F Notes would not be offset with higher collections from
the pool. The transaction benefits from an interest rate swap with
DZ BANK AG as swap counterparty, where the issuer will pay a fixed
swap rate and will receive one-month EURIBOR on a notional linked
to the outstanding balance of the Class A to F Notes.

MAIN MODEL ASSUMPTIONS

Moody's determined the portfolio lifetime expected defaults of
4.8%, expected recoveries of 15% and Aaa portfolio credit
enhancement ("PCE") of 16% related to borrower receivables. The
expected defaults and recoveries capture Moody's expectations of
performance considering the current economic outlook, while the PCE
captures the loss Moody's expect the portfolio to suffer in the
event of a severe recession scenario. Expected defaults and PCE are
parameters used by Moody's to calibrate its lognormal portfolio
loss distribution curve and to associate a probability with each
potential future loss scenario in the ABSROM cash flow model.

Portfolio expected defaults of 4.8% are in line with the EMEA
Consumer Loan ABS average and are based on Moody's assessment of
the lifetime expectation for the pool. Moody's primarily based
Moody's analysis on the historical cohort performance data that the
originator provided for a portfolio that is representative of the
securitised portfolio. Moody's stressed the results from the
historical data analysis to account for: (i) the expected outlook
for the German economy in the medium term; (ii) the fact that the
transaction is revolving for 12 months and that there are portfolio
concentration limits during that period; and (iii) benchmarks in
the German consumer ABS market.

Portfolio expected recoveries of 15% are in line with the EMEA
Consumer Loan ABS average and are based on Moody's assessment of
the lifetime expectation for the pool taking into account: (i)
historical performance of the loan book of the originator; (ii)
benchmark transactions; and (iii) other qualitative
considerations.

PCE of 16% is lower than the EMEA Consumer Loan ABS average and is
based on Moody's assessment of the pool which is mainly driven by:
(i) evaluation of the underlying portfolio, complemented by the
historical performance information as provided by the originator;
and (ii) the relative ranking to originator peers in the EMEA
Consumer loan market. The PCE level of 16% results in an implied
coefficient of variation ("CoV") of 38.0%.

The principal methodology used in these ratings was "Moody's
Approach to Rating Consumer Loan-Backed ABS" published in December
2022.

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

Factors that may cause an upgrade of the rating of the Class B to F
Notes include a better than expected performance of the pool
together with an increase in credit enhancement of the Notes.

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




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

ALPHA SERVICES: S&P Lowers Rating on Tier 2 Notes to 'CCC'
----------------------------------------------------------
S&P Global Ratings lowered to 'CCC' from 'CCC+' its issue ratings
on the Tier 2 notes issued under Alpha Bank Services and Holdings
S.A.'s and Alpha Bank S.A.'s $15 billion euro medium-term note
program.

S&P said, "We should have affirmed the issue ratings on these
subordinated notes at 'CCC' when we raised our long-term issuer
credit ratings on both Alpha Services and Holdings and Alpha Bank,
together with our issue ratings on their debt, on April 25, 2023.

"This error correction brings the issue ratings on the Tier 2 notes
into line with our hybrid capital criteria, whereby we deduct one
notch from the issue ratings on Tier 2 instruments to reflect the
nonpayment risk stemming from the EU regulations that allow a
principal write-down, or a conversion into common equity, of such
instruments at the point of nonviability."

The rating action does not affect the ratings on the senior or
other subordinated instruments issued by Alpha Services and
Holdings or Alpha Bank under the same program.




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

DILOSK RMBS NO. 7: S&P Assigns Prelim. BB+(sf) Rating on X1 Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Dilosk RMBS No. 7 DAC's class A to X1-Dfrd notes. At closing, the
issuer will issue unrated class X2 and Z notes.

Dilosk RMBS No. 7 is an RMBS transaction that securitizes a
portfolio of buy-to-let (BTL) mortgage loans secured over
residential properties in Ireland.

The loans in the pool were primarily originated by Dilosk DAC
(Dilosk), a nonbank specialist lender, under its ICS Mortgages
brand over the last six years. There is also a small amount of
legacy loans in this pool, which ICS Building Society originated.
Dilosk acquired the ICS brand, mortgage platform, broker network,
and a portfolio of mortgages from Bank of Ireland in September
2014.

The transaction is primarily a refinance of the existing Dilosk
RMBS No. 3 DAC, which closed in 2019. These loans constitute 61.58%
of the pool. The issuer redeemed the Dilosk RMBS No. 3 notes on
April 20, 2022, and put them into a warehouse. Along with the ICS
Building Society originated loans, which make up 1.56% of the pool,
there are also some newer loans coming from warehouses that Dilosk
cornered off in the past for future securitizations, which
represent the final 36.86% of the pool.

While Dilosk was established in 2013, it has only been originating
BTL mortgages since 2017 and therefore historical performance data
is limited.

The collateral comprises prime borrowers. Almost all (98.44%) of
the loans were originated recently and are under the Irish Central
Bank's mortgage lending rules limiting leverage (through
loan-to-value [LTV] limits) and debt burden (through loan-to-income
limits). The remaining 1.56% of loans were originated by ICS
Building Society under different lending standards in Ireland from
2001–2014.

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

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

All loans in this pool are currently paying a standard variable
rate as per Dilosk's interest rate setting policy.

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

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

  Preliminary ratings

  CLASS     PRELIM. RATING*     CLASS SIZE (%)

  A           AAA (sf)            89.50

  B-Dfrd      AA+ (sf)             3.00

  C-Dfrd      AA+ (sf)             3.50

  D-Dfrd      AA- (sf)             2.00

  E-Dfrd      BBB+ (sf)            1.25

  F-Dfrd      BB+ (sf)             0.75

  X1-Dfrd     BB+ (sf)             2.00

  X2          NR                   0.50

  Z           NR                   1.25

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




=========
I T A L Y
=========

MUNDYS SPA: S&P Affirms 'BB+/B' ICRs, Outlook Stable
----------------------------------------------------
S&P Global Ratings affirmed its 'BB+' long-term issuer credit and
issue ratings on Mundys SpA, along with its 'B' short-term issuer
credit rating.

The stable outlook reflects S&P's expectation that the group will
be able to generate funds from operations (FFO) to debt of 11%-12%
in 2023-2024, will continue to generate cash flows from stable
infrastructure assets, and that any acquisitions would be funded in
a sufficiently credit-supportive manner.

The completion of the voluntary tender offer and subsequent
delisting of Mundys has reduced its financial flexibility, but has
not affected our view of its credit quality. This reflects that the
delisting of the company, completed in December 2022, was funded by
a EUR4.7 billion equity injection by BIP and Fondazione Cassa di
Risparmio di Torino (Fondazione CRT; 5.2% stake) and by the use of
proceeds from the ASPI disposal (EUR8.2 billion), in line with
expectations. The group did not raise debt to fund the transaction,
and, although the use of ASPI proceeds has reduced Mundys'
financial flexibility, S&P expects potential future acquisitions
would be funded in a sufficiently credit-supportive manner.

S&P said, "In our view, despite its majority stake, Edizione cannot
direct Mundys' strategy and use of cash given that the shareholders
agreement requires BIP's agreement on key reserved matters.As a
result, our rating on Mundys' is not influenced by Edizione's
credit quality. Edizione, a family-owned investment holding
company, and BIP will direct Mundys' strategy and use of cash,
based on agreed financial, dividend, and acquisition policies.
Deviations from the business plan, which is under preparation, will
require BIP's consent, apart from the pre-agreed types of
transactions.

"We understand the group's strategy remains focused on
infrastructure assets and its financial and dividend policy is
intended to support an investment-grade rating on Mundys.
Acquisition vehicles (Schema Alfa SpA and Schemaquarantadue SpA,
which raised a EUR8.2 billion bridge to cash facility at the end of
2022), merged with Mundys in 2023, and Mundys is now directly owned
by its shareholders.

"We expect the group will maintain FFO to debt at 11%-12% in
2023-2024, based on proportionate consolidation of its largest
subsidiary Abertis (50% plus one stake owned), which represented
about 80% of reported EBITDA in 2022. Toll road traffic has already
exceeded the 2019 level within the global network operated by
Mundys' subsidiaries, particularly in Latin America (about 7%-8%
above 2019 levels in Brazil and Chile and about 15%-16% in Mexico
in the first five months of 2023). At the same time, tariffs are
generally linked to inflation under concession contracts, and this
supports cash flow stability. In 2023, tariff increases within the
group were approved at 4.5%-4.8% in France, 7%-8% in Spain, above
10% in Chile, 4%-5% in Brazil, and above 7% in Mexico. We also
expect traffic at Aeroporti di Roma (AdR) will recover toward 80%
of the 2019 level in 2023, followed by 90%-95% in 2024-2025, while
the Aéroports de la Côte d'Azur group is already trending toward
full recovery in 2023.

"We continue to proportionally consolidate Abertis because, in our
view, this better reflects the presence of a large minority
shareholder (50% minus one stake owned by ACS/Hochtief),
particularly if additional debt is raised at Mundys' holding
company level or new assets are acquired outside Abertis'
perimeter.

"In our view, rating upside would hinge on Mundys' investment and
financial policy, with shareholders' potential support.Edizione and
BIP announced their intention to support Mundys' and its
subsidiaries (particularly Abertis) to extend the concession life
of their portfolios. If this materializes, we will need to analyze
how this will be financed by the new shareholders and with what
effects on our view of Mundys' credit metrics and business risk
profile.

"Pending visibility on the group's business plan, Mundys announced
a EUR750 million dividend distribution in 2023. This is in line
with previous forecasts, but we would expect dividend flexibility
and potential support from the shareholders to support the issuer
credit rating. Mundys relies on dividend distributions from its
subsidiaries to repay its debt (EUR3.5 billion at the holding
company level), and this is exposed to cashflow leakages following
the ASPI disposal, due to the presence of significant minorities
within the group.

"The stable outlook on Mundys reflects our expectation that the
group will continue to generate cash flows from its stable
infrastructure assets and will replace expiring concessions within
its subsidiaries in a credit-supportive manner with assets having
solid asset quality. We currently expect the group will be able to
generate FFO to debt of 11%-12% in 2023-2024, based on
proportionate consolidation of Abertis. If Mundys is to provide
equity support for potential acquisitions envisaged by Abertis, we
expect this to be mitigated by comparable financial support to
Mundys from its shareholders. As such, we have assumed debt at
Mundys' holding company level will remain fairly contained.

"In line with Abertis, we may adjust our rating threshold
expectations in the future to reflect material shortening of the
average concession life of Abertis' portfolio of toll roads or
higher asset risk profile, depending on acquired group assets.

"We could take a negative rating action if we expect that Mundys
would not be able to maintain FFO to debt comfortably above 9%.
This could happen if the group's debt increased, for example if
debt-funded support to subsidiaries or acquisitions were not
compensated by an improvement in our view of the strengths of
Mundys portfolio or access to additional cash flows from acquired
companies.

"Although currently not foreseen, changes in the shareholders
agreement or a material reduction in BIP's shareholding could lead
us to reassess our rating on Mundys. We could in such a situation
consider Edizione as the sole controlling shareholder, the credit
quality of which we would then need to assess because it
potentially could influence the rating.

"We could raise our issuer credit rating on Mundys by one notch if
the company strengthens its FFO to debt to 13% or we believe the
group's investment strategy, supported by its shareholders,
strengthens our view of its business risk profile.

"This would require us to have visibility over Mundys' business
plan and the calibration of dividend distributions and potential
equity support by Edizione and BIP in case of acquisitions.

"If we did raise our issuer credit rating on Mundys, the debt
ratings would most likely remain unchanged at one notch below the
issuer credit rating, given the notching for structural
subordination we apply for investment-grade issuer credit ratings
to reflect the large amount of priority debt at its operating
subsidiaries compared with the holding company."

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

S&P saod, "In our view, the ASPI disposal removed the risks that a
termination of the concession could have triggered on Mundys,
including liquidity risk. In our view, social factors have a
moderately negative influence on our credit rating analysis on
Mundys, given we see legacy risk as limited, from a financial
perspective. Nevertheless, we will monitor that no unexpected
payments or indemnification become due."

Governance factors remain a moderately negative consideration in
our credit analysis, due to the short track record since the
company revised its internal governance and risk management
procedures.




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

ANQORE HOLDING: S&P Assigns 'B' LongTerm ICR, Outlook Stable
------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit ratings
to AnQore Holding B.V.'s (AnQore) intermediate parent company
Netherlands-based ACR I B.V., and its 'B' issue rating to its
senior secured instruments.

The stable outlook indicates that S&P anticipated AnQore will
likely keep its leverage below 6.0x and retain adequate liquidity.

AnQore's proposed amendment and extension of its debt will improve
the capital structure and liquidity. The company launched the
amend-and-extend process with the intention to extend the maturity
of a major portion of its EUR300 million equivalent term loan B
(TLB) to December 2027 from December 2024, and its EUR55 million
RCF to September 2027 from July 2024. Consenting lenders will be
compensated by higher margins than the existing debt and
potentially an original issue discount (OID) for such transactions.
S&P also understand that security collateral remains available for
investors who do not roll over and extend.

S&P said, "We anticipate the contraction in volumes will persist in
2023, leading to adjusted leverage remaining at 4.8x-5.0x.Total
volumes declined by 19% last year, due to a challenging second half
given the lower demand and de-stocking in Europe. We anticipate ACN
volumes will remain low in 2023 at about 182 thousand tons (kt),
versus 185 kt in 2022. We note that despite a progressive
improvement quarter over quarter, demand has not strongly rebounded
in Europe over the past few months from the year-end 2022
de-stocking trough, leading to lower-than-expected volumes in May.
Moreover, the company's quadrennial turnaround lasted all of April,
leading to no production that month. With volumes slightly
declining by 1%-2% versus last year but margins improving--partly
due to lower raw material prices--we anticipate the company's 2023
EBITDA will be broadly comparable to that in 2022 at EUR70
million-EUR73 million, leading to adjusted leverage remaining at
4.8x-5.0x. The recovery in volumes we forecast next year could then
lead to an improvement in EBITDA to EUR74 million-EUR77 million in
2024 and leverage declining toward 4.5x-4.7x.

"AnQore has strong position in the European ACN market but its
business is highly concentrated. The company operates one plant
integrated into the Chemelot chemical plant in Netherlands, with
275 kt ACN capacity. This makes AnQore the second largest ACN
producer after Ineos in the highly consolidated European ACN
market. According to management, in 2022 the company had about 41%
market share with value-buyers, which are key customers under
long-term (two-to-three years) sales contracts with pricing
formulas. We view the plant's cost position as favorable, which is
key for a commodity chemicals producer, with sales contracting
terms helping mitigate the high volatility of key input materials,
namely natural gas, ammonia, and propylene. The company has some
exposure to cyclical end markets--such as auto, construction,
mining, and oil and gas--which is partly mitigated by more stable
markets like municipal water treatment, pharmaceuticals, and
personal care. Overall we view earnings as fairly sensitive to
volume demand, and therefore to macroeconomic conditions. That
said, the good cost profile and limited maintenance capital
expenditure (capex) on a recurring basis, together with some repeat
business from value buyers, mean the company can generate positive
FOCF under normal investment conditions. In our view, the overall
concentration of the business into one production plant and that
75% of sales come from ACN are key constraints for the business
risk profile."

Strategic investments will result in supplier diversification and
improved efficiency. AnQore recently announced strategic
investments with about EUR10 million of future EBITDA benefits as
of 2024. The company plans to improve its wastewater treatment and
to invest in a dedicated pipeline from the port of Stein to on-site
storage facilities at its plant. The latter is expected to change
the company's exposure from one propylene supplier with more than
90% take-or-pay contracts to seven suppliers with flexible
contracts. In S&P's view, this supplier diversification, coupled
with the improved efficiency, will modestly improve AnQore's
business when in place.

S&P said, "We anticipate FOCF will be negative in 2023 and turn
modestly positive in 2024.Since we forecast total growth capex of
about EUR54 million this year, including EUR4 million related to
the improvement of wastewater treatment and EUR50 million for the
propylene project, coupled with EUR20 million related to
turnarounds, we believe that FOCF will turn strongly negative by
about EUR60 million-EUR63 million. We expect an improvement next
year, essentially driven by lower capex, but believe that cost
savings from growth projects could be offset by higher interest
payments following the proposed amend-and-extend transaction.

"The stable outlook indicates that we anticipate AnQore will likely
keep its leverage below 6.0x, while retaining adequate liquidity.
We also anticipate that the company will extend its debt maturity
profile. Following a challenging 2022, we believe that volumes will
remain weak this year, leading to adjusted debt to EBITDA remaining
at 4.8x-5.0x.

"Rating pressure would come from a prolonged drop in EBITDA and
FOCF, reflecting the challenging macroeconomic environment and
large capex plans, such that adjusted debt to EBITDA would exceed
6.0x without near-term recovery prospects. We could also take a
negative rating action if the group does not finalize the
contemplated amend-and-extend transaction in the coming months,
resulting in weakening liquidity and higher refinancing risks.

"We could raise the rating if adjusted debt to EBITDA declined
sustainably below 4.5x and we were confident that AnQore could
generate durably positive FOCF."

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

S&P siad, "Environmental factors are a moderately negative
consideration in our credit rating analysis of AnQore. This is
similar to other commodity chemical producers in that it is facing
mounting challenges around reducing carbon dioxide emissions.
AnQore published its first sustainability report in 2021 and
targets a greenhouse gas emissions reduction of 60% by 2030 and
carbon neutrality by 2050. The company's own emissions are limited
given its exothermic process in manufacturing ACN, but it has a
significant footprint from its reliance on ammonia, propylene, and
natural gas.

"Governance is also a moderately negative consideration in our
credit analysis of AnQore, as is the case for most rated entities
owned by private-equity owners. We view financial sponsor-owned
companies with aggressive financial risk profiles as demonstrating
corporate decision-making that prioritizes the interests of the
controlling owners, typically with finite holding periods and a
focus on maximizing shareholder returns."


EUROSAIL-NL 2007-2: Fitch Affirms 'B-sf' Rating on Class B Notes
----------------------------------------------------------------
Fitch Ratings has affirmed three Dutch RMBS transactions,
Eurosail-NL 2007-1 B.V., Eurosail-NL 2007-2 B.V., and EMF-NL Prime
2008-A B.V. (EMF).

ENTITY/DEBT              RATING               PRIOR
-----------              ------               -----
Eurosail-NL 2007-2 B.V.

Class A XS0327216569   LT  A+sf    Affirmed   A+sf
Class B XS0327217880   LT  B-sf    Affirmed   B-sf
Class C XS0327218425   LT  CCCsf   Affirmed   CCCsf
Class D1 XS0327219159  LT  CCCsf   Affirmed   CCCsf
Class M XS0330526772   LT  BBBsf   Affirmed   BBBsf

Eurosail-NL 2007-1 B.V.

Class A XS0307254259   LT  A+sf    Affirmed   A+sf
Class B XS0307256114   LT  A+sf    Affirmed   A+sf
Class C XS0307257435   LT  A+sf    Affirmed   A+sf
Class D XS0307260496   LT  BB+sf   Affirmed   BB+sf
Class E1 XS0307265370  LT  CCCsf   Affirmed   CCCsf

EMF-NL Prime 2008-A B.V.

Class A2 XS0362465535  LT  Bsf     Affirmed   Bsf
Class A3 XS0362465881  LT  Bsf     Affirmed   Bsf
Class B XS0362466186   LT  CCCsf   Affirmed   CCCsf
Class C XS0362466269   LT  CCsf    Affirmed   CCsf
Class D XS0362466772   LT  CCsf    Affirmed   CCsf

TRANSACTION SUMMARY

The transactions are securitisations of Dutch non-conforming
residential mortgages originated by ELQ Portefeuille I BV and
partially by Quion 50 (EMF only).

KEY RATING DRIVERS

Stable Recent Asset Performance: Portfolio performance data as of
March 2023 was characterised by stable, though high arrears for
EMF, and moderately increasing delinquencies in the two Eurosail
deals. The absolute level of late-stage arrears has decreased to
around 1% to 2% in the Eurosail transactions (about 1.2% and 1.7%
of arrears of three months or more in Eurosail 2007-1 and Eurosail
2007-2, respectively), while remaining at 2.7% in EMF.

Originator Adjustment Widens Loss Assumptions: Given the
significant portion of borrowers with adverse credit
characteristics, Fitch has applied an originator adjustment of 3.5x
for all three transactions, by increasing foreclosure frequency and
as such widening the loss assumptions applied in the asset
analysis. These adjustments address the portfolios' sub-standard
credit quality and the weak performance reported since closing
compared with prime Dutch RMBS's. Fitch has floored the performance
adjustment factor at 100% to reflect the back-loaded risk profile
from interest-only loans in combination with non-prime borrowers.

Eurosail Capped at 'Asf' Category: Fitch currently views the
Eurosail transactions' portfolio characteristics as incompatible
with high investment-grade categories (AAsf or higher). The cap
aims to account for residual uncertainty around high maturity
concentrations of interest-only loans in combination with the
non-standard nature of the assets in both portfolios. Consequently,
Fitch has capped the transactions' ratings at the 'Asf' rating
category. As a result, Eurosail 2007-1's class A, B and C notes and
Eurosail 2007-2's class A notes have been affirmed their
model-implied ratings (MIRs).

EMF Capped at 'Bsf' Category: In the absence of liquidity
protection, principal borrowing or other mitigants, EMF depends
solely on interest collections to meet timely interest payments on
the class A2 and A3 notes, in particular in the event of servicing
disruption. In Fitch's view, the notes are not compatible with
ratings above the 'Bsf' category, at least as long as the reserve
fund is not replenished on a sustained basis. Fitch deem
replenishment of the reserve fund unlikely at present due to about
EUR5.6 million of uncleared losses in the principal deficiency
ledger (PDL), which ranks senior to the reserve fund.

RATING SENSITIVITIES

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

Unanticipated increases in the frequency of defaults or decreases
in recovery rates could produce larger losses and reduce available
revenue funds. Lower available revenue funds may jeopardise the
transactions' ability to meet timely or ultimate interest payment
obligations.

Since the notes can be called net of the PDL, occurrence of
material PDLs in Fitch's cash flow analysis over the life of the
transactions may trigger negative rating action.

Fitch has tested an increase in defaults of 15% and a decrease in
recoveries of 15%. In this scenario, Eurosail 2007-1 class D notes'
MIR would be five notches lower than the current rating, Eurosail
2007-2 class M notes' MIR would be one notch lower than the current
rating, and EMF class A2 and A3 notes' MIR would not change.

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 higher- than-expected available revenue
funds late in the transactions' lives and, potentially upgrades, as
long as no cap applies.

For instance, Fitch tested an additional rating sensitivity
scenario by applying a decrease in the weighted average foreclosure
frequency of 15% and an increase in the weighted average recovery
rate of 15%, all else being equal. In such a scenario, Eurosail
2007-1 class D notes' MIR would be five notches higher than the
current rating, and Eurosail 2007-2 class M notes' and EMF class A2
and A3 notes' MIRs would be one notch higher than their current
ratings.

Higher available revenue funds could also result in an increase in
excess spread, which could replenish Eurosail 2007-2's and EMF's
reserve funds. If EMF's reserve fund is replenished on a sustained
basis,all else being equal, the 'Bsf' rating cap on the class A2
and A3 notes could be lifted and the notes upgraded.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Structured Finance
transactions have a best-case rating upgrade scenario (defined as
the 99th percentile of rating transitions, measured in a positive
direction) of seven notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of seven notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings
are based on historical performance.

CRITERIA VARIATION

The portfolios comprise over 90% of interest-only loans with
maturities clustered within a short two-year period, close to the
notes' final legal maturity. Combined with the adverse borrower
profile, this exposes the structures to more back-loaded losses
than typically assumed. In the scenarios analysed by Fitch, later
defaults and recoveries lead to later note principal amortisation,
which results in larger interest shortfalls being accumulated.

The issuers cannot borrow principal funds and thus may not be able
to cover such larger shortfalls by the legal final maturity date.
To account for this risk, Fitch applied a criteria variation by
changing the distribution of defaults, making it more back-loaded
and by extending the recovery timing for an additional 18 months
across all rating scenarios.

USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

DATA ADEQUACY

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

Fitch did not undertake a review of the information provided about
the underlying asset pools ahead of the transactions' initial
closing. The subsequent performance of the transactions over the
years is consistent with the agency's expectations given the
operating environment and Fitch is therefore satisfied that the
asset pool information relied upon for its initial rating analysis
was adequately reliable.

Overall, and together with any assumptions, 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

EMF, Eurosail 2007-1 and Eurosail 2007-2 have ESG Relevance Scores
of '4' for Transaction Parties & Operational Risk due to weaker
underwriting standards that have manifested in weaker-than-market
performance of the asset portfolio, which Fitch have reflected in
originator adjustments to foreclosure frequency. This 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.




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

KRONOSNET TOPCO: S&P Affirms 'B+' ICR & Alters Outlook to Negative
------------------------------------------------------------------
S&P Global Ratings revised its outlook on KronosNet Topco S.L.
(KronosNet) and its subsidiary, KronosNet CX Bidco 2022 S.L., to
negative from stable, while affirming its 'B+' ratings on both
entities and the group's senior unsecured EUR753.5 million term
loan B (TLB); the recovery rating on the debt remains at '3',
indicating its expectation of about 50% recovery in the event of
default.

The negative outlook indicates the likelihood of a downgrade if
KronosNet does not deleverage below 5x and improve its free
operating cash flow (FOCF) in the next 12 months.

The merger between customer relationship management (CRM) and
business process outsourcing (BPO) services providers Konecta and
Comdata closed in October 2022, several months after the
anticipated date, leading to delays in the implementation of
synergies.

The integration of Comdata into Konecta closed later than expected,
delaying the implementation of synergies. S&P said, "We continue to
forecast solid revenue growth of 7.7% in 2023, owing to price
increases in the inflationary environment and high volumes in every
geography but Italy. We anticipate higher S&P Global
Ratings-adjusted EBITDA margins in 2023 of 11.8%, up from 9.7% in
2022 (on a pro forma basis). This is mainly thanks to lower
exceptional costs, of EUR18 million versus EUR52 million in 2022,
that we deduct from our EBITDA calculation. EBITDA is however
affected by delays in passing on cost inflation to clients, higher
energy costs, and absenteeism in Spain. In addition, the delayed
closing of the merger will result in EUR20 million lower synergies
in 2023 than we previously anticipated. As a result, we now
forecast adjusted leverage at 5.3x by year-end 2023, compared to
4.8x previously."

S&P said, "In 2024, we forecast a significant improvement in
performance, fueling deleveraging. We expect 6.9% revenue growth in
2024, since the group will capitalize on its increased scale to
expand volumes with existing clients and gain new customers,
notably in France and Italy where the legacy Comdata business will
benefit from Konecta's best practices. We anticipate a further 110
basis points increase in adjusted margins in 2024, to 12.9%, as
cost synergies are implemented across the group, with savings at
central function levels and better efficiency, notably at
Comdata's, whose profitability has historically been subpar. EBITDA
growth will help reduce adjusted leverage to 4.5x by year-end
2024.

"FOCF generation will remain minimal in 2023 and 2024.We forecast
FOCF of EUR22.1 million in 2023 and EUR67.1 million in 2024 (or
negative EUR38.4 million and positive EUR6.6 million, respectively,
after lease payments). Cash generation will be subdued by
significantly higher cash interest payments of EUR111.9 million in
2023 and EUR108.0 million in 2024, due to the higher base Euro
Interbank Offered Rate and EUR145.5 million of drawings under the
EUR175 million revolving credit facility (RCF). We also expect
capital expenditure (capex) will remain higher than historically,
at 3.8% of revenue, due to investments to strengthen standards and
stimulate further growth. Working capital is forecast to consume
EUR18.7 million of cash in 2023 and EUR22.7 million in 2024, linked
to revenue growth. Weaker cash flow generation and higher reliance
on short-term bank lines in South America are weakening the
company's liquidity profile, which we now consider less than
adequate."

The negative outlook reflects KronosNet's slower-than-expected
deleveraging, which leaves little room for underperformance.

Downside scenario

S&P could lower the rating if the group does not deleverage as
expected, such that debt to EBITDA remains above 5x by year-end
2024. This could happen if:

-- The integration and realization of synergies with Comdata is
costlier and slower than S&P forecasts; or

-- The company prioritizes acquisitions or shareholder returns
over deleveraging.

S&P said, "We could also lower the rating if growth headwinds in
KronosNet's European and Latin American markets result in a
continued revenue decline, or if operation missteps compress EBITDA
margins to below 10%, resulting in prolonged weak FOCF.

"Although we understand it is highly unlikely, KronosNet's current
financial sponsor and an affiliate could take a material
participation in the company's TLB, which we believe would create
conflicting interests within the group. This would cause us to
reconsider whether the shareholder loan has sufficient equity-like
characteristics to be treated as equity when calculating credit
metrics and, potentially, to a negative rating action."

Upside scenario

S&P said, "We could consider revising the outlook to stable if
KronosNet focuses on reducing its leverage while improving its
operating performance, such that, on a sustained basis, debt to
EBITDA improves below 5.0x. An outlook revision to stable would
also hinge on the company further improving its market share and
customer and geographic diversification, and raising EBITDA margins
toward 15%, which we consider average for the general
support-services sector."

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

S&P said, "Social factors are a moderately negative consideration
in our credit rating analysis of KronosNet, reflecting the
potential for personal data and security breaches. We see these as
risks for CRM service providers in general. Such risks could arise
through increased regulatory oversight and fines or reputation
damage, affecting a firm's competitive advantage. We do not assess
KronosNet as demonstrating company-specific weaknesses in the
processing of large volumes of client data relative to other CRM
providers, since we believe Konecta will help Comdata in resolving
its past weaknesses. Governance is also a moderately negative
consideration, as it is for most rated entities owned by
private-equity sponsors. We believe the company's highly leveraged
financial risk profile points to corporate decision-making that
prioritizes the interests of the controlling owners. This also
reflects private-equity sponsors' generally finite holding periods
and focus on maximizing shareholder returns."




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

NOBINA AB: Fitch Affirms & Then Withdraws 'BB' Long Term IDR
------------------------------------------------------------
Fitch Ratings has affirmed Nordic bus operator Nobina AB's
Long-Term Issuer Default Rating (IDR) at 'BB' with Stable Outlook,
and simultaneously withdrawn the rating.

The affirmation reflects Nobina's stable operational performance in
the financial year to February 2023 (FY23) and Fitch updated
forecasts, which are broadly in line with Fitch prior rating case.

Nobina's rating and Stable Outlook are supported by its leading
market position in the Nordic public transport sector's bus
segment, favourable market dynamics, and operations under long-term
contracts with limited market risk, resulting in stable and
predictable cash flow generation.

The rating is withdrawn for commercial reasons. Fitch will no
longer provide rating or analytical coverage of Nobina.

KEY RATING DRIVERS

BidCo Debt: Nobina is not ring-fenced from acquisition debt at Ride
BidCo (company set up for the acquisition of Nobina by Basalt
Infrastructure Partners) and Fitch expect Nobina to service debt at
Ride BidCo. As per Fitch Parent Subsidiary Linkage Criteria, Fitch
view the legal ring fencing as well as access and control between
Ride BidCo and Nobina as 'open', resulting in Fitch consolidated
rating approach. Fitch therefore consolidated the additional
SEK3.35 billion long-term Ride BidCo debt as Nobina's.

Higher Leverage: The acquisition debt at Ride BidCo, combined with
bus financing at Nobina, lifted EBITDAR net leverage to 4.4x at
FYE23, from about 1.9x at FYE22. Fitch also forecast leverage to
rise further in FY24, as Nobina invests in new buses to meet
forthcoming tenders. The leverage metrics over the medium term are
in line with the 'BB' rating.

Continued Strong Performance: Nobina performed above Fitch
expectations in FY23, benefitting from new acquisitions and organic
growth. Fitch expect operating profit margins to remain under
pressure at around 11%-12% in FY24, (similar to FY23 levels), but
to improve from FY25 onwards to around 14%-16% once contract
migration stabilises.

Extensive Contract Migration Expected: Due to the pandemic, some
large contracts were extended until 2023. Also, Nobina is looking
to renew some existing contracts as well as to tender for new ones
in 2024. Fitch expect to see some contract migration (the gap
between concluded and started contracts), which can put some
pressure on operating profit margins in short-to-medium term, as a
large number of new buses are expected to be purchased as a result.
The purchase of buses can be financed through leases or loans.

Leading Nordic Bus Company: Nobina has a leading position in the
bus segment of the Nordic public transport market with a 20% share.
The company benefits from large scale, by operating almost 4,500
buses and special vehicles, and from local expertise as the only
company with operations in four Nordic countries. However, Nobina
is exposed to competition during the tender process for public
transport contracts, which affects both its ability to win
contracts and the attractiveness of their terms.

Production Contracts Bring Stability: Around 75% of Nobina's
revenue is generated from production contracts with little revenue
risk. It is higher than UK peers' and has resulted in a more stable
performance for Nobina.

DERIVATION SUMMARY

Nobina's revenue visibility is stronger than that of UK land
transport companies rated by Fitch, including Mobico Group Plc
(formerly known as National Express Group Plc; BBB/Stable),
FirstGroup plc (BBB/Stable) and The Go-Ahead Group Limited
(BBB-/Stable), due to a larger share of contracted revenue and a
more favorable market environment, leading to more predictable cash
flow generation. This is offset by its smaller size and weaker
diversification compared with Mobico Group Plc and, a much higher
leverage post its acquisition.

KEY ASSUMPTIONS

Key assumptions are not applicable as the rating has been
withdrawn.

RATING SENSITIVITIES

Rating sensitivities are no longer relevant given the rating
withdrawal

LIQUIDITY AND DEBT STRUCTURE

Moderate Liquidity: At FYE23, Nobina´s cash position of SEK1.3
billion, along with an available committed credit line of SEK300
million, will be sufficient to cover its short-term maturities of
around SEK821 million in FY24. Although the company's debt
repayment schedule is evenly balanced, contract migration would
result in large capex, leading to negative free cash flow of SEK2.3
billion in FY24, based on Fitch estimates.

ISSUER PROFILE

As a leading bus company in the Nordic region Nobina's operations
include long term contracts mainly with public transport
authorities in Sweden, Denmark, Norway and Finland.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

The principal sources of information used in the analysis are
described in the Applicable Criteria.

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. Following the rating withdrawal Fitch will
no longer provide ESG Relevance Scores for Nobina.




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

DUFRY AG: S&P Ups ICR to 'BB' on Successful Autogrill Acquisition
-----------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit and issue
ratings on Dufry AG and its senior unsecured debt to 'BB' from
'BB-'.

The stable outlook reflects S&P's expectation that Dufry will
integrate Autogrill smoothly such that leverage will reach 3.7x and
funds from operations (FFO) to debt 21% in 2023, with potential
further improvements toward 3.0x and 25% in 2024, while generating
meaningfully positive free operating cash flow (FOCF) after full
concession payments.

Dufry AG has completed its mandatory tender offer (MTO) to acquire
the remaining 49.3% of shares in Autogrill, resulting in a minimal
cash settlement.

Dufry completed the acquisition of Autogrill with a minimal cash
payment. The MTO for the acquisition of the remaining 49.7% of
Autogrill shares has now been completed, with 45.9% of the shares
tendered through this process. So far only 1.7% of Autogrill shares
have been tendered for cash (EUR6.33 for each Autogrill share),
which represents about EUR40 million, while 44.2% were tendered for
Dufry shares (0.1583 newly-issued Dufry shares for each Autogrill
share). We view this outcome positively given the relatively low
cash payment, which Dufry has sufficient liquidity to finance
without raising additional debt. Post MTO, Dufry's ownership of
Autogrill reached 96.4% considering the ordinary shares already
held by Dufry and the treasury shares owned by Autogrill. Dufry can
therefore initiate the squeeze-out procedure (95% threshold
crossed), which will result in it gaining full ownership and
delisting Autogrill by the end of July.

The group reported a solid start to the year and we expect this
positive momentum to continue. In first-quarter 2023, the combined
group reported revenue growth of 113.4% versus first-quarter 2022
to Swiss franc (CHF) 2,359.3 million due in part to the start of
the full consolidation of Autogrill from February and the negative
effects of COVID-19-related mobility restrictions in 2022. On an
organic basis and excluding the business combination benefits, this
corresponds to 51.5% growth year on year. S&P anticipates the
positive momentum will continue this year driven by a continued air
passenger traffic recovery, particularly in Europe where it has
been slower than in the U.S. S&P Global Ratings expects European
air passenger traffic to return to pre-pandemic levels in 2024, up
from 85%-90% of 2019 levels in 2023. The International Air
Transport Association also recently reported that in May 2023
global air traffic reached 96.1% of pre-pandemic levels (May 2019),
driven by domestic traffic, which has now exceeded pre-pandemic
levels. International traffic reached 90.8% of pre-pandemic levels,
with North American airlines exceeding them.

S&P said, "We expect Dufry's credit metrics to improve in the near
term on the business combination and continued recovery. In our
view, consolidated revenue could reach CHF12.1 billion in 2023 and
improve toward CHF13 billion in 2024 as the Autogrill integration
progresses and the group benefits from the air travel recovery. We
forecast EBITDA margins will decline to about 19% in 2023 compared
to 23% on a stand-alone basis in 2022. This is due to one-off
integration costs while the business is returning to 100% of its
operations (from 80% last year) as well as rising personnel costs.
EBITDA margins are expected to improve from 2024 after the
integration of Autogrill is completed and the realization of cost
synergies. In turn, we forecast leverage will reach 3.7x in 2023,
in line with 2022, and improve toward 3.0x in 2024 on earnings
growth."

FOCF after concession payments is expected to weaken to CHF180
million in 2023 compared to EUR356 million for Dufry stand-alone in
2022. This is partly due to normalized capital expenditure (capex)
investments post-pandemic. S&P views cash flow as somewhat
constrained relative to the group's total gross financial debt
(about CHF3.8 billion) but expect it will strengthen from 2024 as
the group completes the integration of Autogrill and its earnings
base increases. Therefore, S&P forecasts adjusted FFO to debt
should reach about 21% in 2023 and improve toward 25% in 2024,
versus 23% for Dufry stand-alone in 2022, and adjusted FOCF to debt
at about 17% in 2023 and improving toward 19% in 2024, versus 19%
in 2022.

Dufry's combination with Autogrill has a sound business rationale,
but the main risks remain. Combined, Dufry and Autogrill can offer
a more comprehensive commercial package in negotiations with
airport authorities and benefit from significantly greater scale in
their relationships with shared suppliers. Dufry will benefit
through adding complementary site locations across the U.S. and a
sizeable food service proposition to its product mix, thereby
reducing cyclicality, as well as by expanding in the domestic air
travel segment--particularly in the U.S. where S&P sees air
passenger traffic has already recovered to pre-pandemic levels.
That said, the transaction does not reduce the group's exposure to
the travel retail industry, which is often highly susceptible to
event risk and is still recovering from the extreme stress to its
earnings and cash flows from the COVID-19 pandemic. Also, S&P sees
Autogrill's operating profitability as lower than Dufry's, which is
likely to compound the short-term pressure on operating margins and
cash flow we expect Dufry might continue to face. In S&P's view,
this is a risk given the business' high operating leverage
(personnel expenses are about 20% of revenue and total concession
fees slightly more than 25%) and need to generate sufficient
operating cash flow to comfortably cover its concession payments.

S&P said, "The stable outlook reflects our expectation that Dufry
will continue to demonstrate sound operating performance as it
completes the integration of Autogrill and the industry recovers
from the pandemic, such that credit metrics should strengthen in
the near term.

"We could raise our ratings when the group's operations recover to
pre-pandemic levels, and if it successfully completes the
integration of Autogrill with no unexpected restructuring needs or
other material disruptions to the operational business. This would
lead to a significant reduction in leverage toward 3.0x with our
adjusted FFO to debt rising sustainably above 25% and FOCF to debt
toward 20%."

Any positive rating action will depend on Dufry generating
plentiful FOCF after full concession payments and maintaining a
consistent financial policy supportive of the stronger performance
and credit ratios.

S&P said, "We could lower our ratings if the group's operating
performance is hampered by slower underlying business, which could
be because of a general slowdown in air traffic or prolonged
changes in consumer preferences that result in reduced spending on
travel retail. A downgrade could also follow if there is disruption
to the Autogrill integration process, such as additional
integration or restructuring costs. We could take a negative rating
action if adjusted leverage increases beyond 4.0x, adjusted FFO to
debt deteriorates below 20% and FOCF to debt below 10%, or FOCF
after full concession payments turns negative.

"Although not in our base case, we may also lower the rating if
management embarks on new, significant transformational
acquisitions leading to a deterioration in credit metrics."

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


MATTERHORN TELECOM: Fitch Assigns First Time 'BB-' LongTerm IDR
---------------------------------------------------------------
Fitch Ratings has assigned Geneva-based Matterhorn Telecom Holding
S.A. (Salt) a first-time Long-Term Issuer Default Rating (IDR) of
'BB-'. The Rating Outlook is Stable.

Fitch has also assigned Salt's prospective CHF100 million,
five-year bonds issued by its wholly-owned subsidiary, Matterhorn
Telecom S.A., a senior secured rating of 'BB+(EXP)'/'RR2'. The
instrument rating reflects a two-notch uplift from the IDR, in line
with Fitch criteria and generic approach to recoveries for this
rating level.

The ratings reflect Salt's stable position in the Swiss mobile
market, which drives the vast majority of its cashflow. Salt has a
relatively low mobile market share compared with other alternative,
challenger operators in Europe. However, strong execution and a
lean cost structure enable the business to generate one of the
highest EBITDA margins in the sector. The rating is also
underpinned by solid pre-dividend free cash flow (FCF) and
Fitch-defined leverage (net debt to EBITDA) of around 3.5x,
trending downwards, which provides good rating headroom.

Salt has a strong opportunity to grow revenues and increase the
diversity of its cashflow through expanding its fibre broadband
business over the next four to five years. The company has an
attractive, multi-supplier agreement for fibre that allows near
owner economics and success-driven capex that improves investment
risks and speeds up time to market.

KEY RATING DRIVERS

Stable Mobile Market Position: The Swiss mobile market is dominated
by the incumbent operator, Swisscom, which competes on service and
product quality. The incumbent operator has one of the Western
European telecoms sector's highest mobile (55%) and fixed broadband
(48%) market shares. The mobile market is structurally stable, with
three network operators. Salt has a mobile market share that is
around 16%-17%, which is at the lower end of its European
alternative operator peer group, but demonstrably stable over the
past five to six years. The stability, in conjunction with
favourable regulation with respect to mobile termination rates and
roaming, provides a basis for consistent revenue generation.

Lean Business Model: Salt's relatively low customer market share
has not impeded its ability to generate EBITDA margins that are
akin to its higher-scaled European peers. At end-2022 Salt had a
43.5% Fitch defined EBITDA margin, which is about five percentage
points higher than the weighted average of its alternative operator
peer group. The high margin relative to its market scale reflects
strong execution on cost control, reducing churn, productivity and
service improvements. While EBITDA margins may decline by around
one percentage point over the next year due to cost inflation,
Fitch believe retaining a margin above 42% (Fitch-defined) is
sustainable even with increasing revenue contribution from fixed
broadband over the next few years.

Fibre Broadband Growth Opportunity: At 1Q23 Salt had around 200k
fixed broadband subscribers, equating to a national market share of
about 5%. Fitch believe Salt is likely to be able to double this
over the next four to five years. Assuming stable pricing for the
product at CHF49.95 over this period, Salt should be able to grow
revenues by 10%-14% compared with FY2022 or CHF200 million-CHF250
million over the same time period. This growth will improve
cashflow diversification and reduce dependency on mobile services.

Attractive Fibre Supply Agreements: Salt has secured contracts with
Swisscom on a national basis and with regional utilities on a local
basis for the supply of fibre network infrastructure for fixed
broadband services. The contracts enable Salt to gain 20-year fibre
network access with near owner economics through the purchase of
Indefeasible Rights of Use (IRU). The contracts enable Salt to
generate infrastructure-like margins with typical high upfront
deployment costs that are on average staggered over more than 10
years.

The IRU payment is due upon the successful acquisition of a new
customer. This significantly reduces operational and financial
risks in relation to fibre-to-the-home (FttH) deployments and
improves visibility of returns. Compared with deploying its own
network, the purchase of IRUs gives the company faster access to
local fibre infrastructure, reduces own network deployment risks
and importantly removes the uncertainty of product uptake risks
that are key to the return economics of typical fibre deployments.
The ability to port customer lines within regions and or nationally
improves utilisation scope in the long run.

Building IRU Liability: The staggered payment terms for IRUs
improve Salt's FCF profile, reduce the peak funding requirements
and improve payback economics for the project. However, the
favourable payment terms of over 10 years, build a payable
liability on Salt's balance sheet. At 1Q23 this liability amounted
to CHF473 million. As Salt increases its broadband subscriber base
Fitch estimate that this liability could increase to over CHF800
million over the next four to five years.

Fitch treats the annual IRU costs as capital expenditures, which is
in line with Fitch approach across the Western European telecoms
sector. However, the liability reduces the EBITDA net leverage
threshold of the rating by about 0.5x. This is broadly equivalent
to the hypothetical impact of treating the IRU cost as operating
expenditure where the total asset base is amortised over the
20-year life of the asset.

FCF and Leverage Evolution: Over the past three to four years, Salt
has managed adjusted EBITDA leverage between 3.5x-4.0x (based on
company definition excluding IFRS 15 and IFRS 16). Such financial
discipline places the company comfortably within the Fitch-defined
leverage thresholds for its rating. Fitch's Base Case forecast
indicate that Salt is likely to generate pre-dividend FCF of CHF100
million-CHF140 million per year, equivalent to a pre-dividend FCF
margin of 9%-12%. This provides the company with some discretion in
managing its credit profile through flexible dividend payments.

DERIVATION SUMMARY

Salt's rating is in line with many of its alternative European
telecom operator peers such as competitors UPC Holding BV, Telenet
Group Holding N.V and VMED O2 UK Ltd (all rated 'BB-'/Stable).
However, Salt has a lower leverage capacity at each rating band.
This reflects the company's competitive position, market share,
lower cashflow scale, higher dependency on mobile service revenues
and IRU payable liabilities. These factors are partially offset by
a lean, cash generative business model and growth prospects in
fixed broadband.

Lower-rated peers such as eircom Holdings (Ireland) Limited or
VodafoneZiggo Group B.V. (both B+/Stable) have wider rating
thresholds compared with SALT, but either manage leverage at higher
levels or have sold a stake in their fixed-line network and face
structural revenue decline from legacy voice or declining market
share.

KEY ASSUMPTIONS

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

-- Revenue of around CHF1.1 billion in 2023, growing by 2.5%-3.5%
per year over the next three years

-- Fitch defined EBITDA margin of 42.5% in 2023 and remaining
stable over the next three years

-- Cash tax of CHF50 million in 2023, with a broadly stable
effective tax rate over the next three years

-- Capex (excluding spectrum costs) at 19.5% to 21.0% of revenue
between 2023 and 2026

-- Dividend payment of CHF150 million in 2023 and CHF100
million-CHF110 million per year between 2024-2026, reflecting the
business remaining slightly FCF positive from 2024.

RATING SENSITIVITIES

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

-- Cash flow from operations (CFO) less capex/total debt visibly
and sustainably trending above 7.5%

-- Fitch-defined net debt to EBITDA below 3.3x on a sustained
basis

-- Significant increase in broadband market share with continued
stable or improving mobile service revenue leading to improved
cashflow diversification.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

-- CFO less capex/total debt trending consistently trending
sustainably below 4%

-- Fitch-defined net debt to EBITDA above 4.2x on a sustained
basis

-- A material and sustained decline in EBITDA or FCF driven by
competitive or technology-driven pressure in core business
segments

-- A financial policy that results in reduced financial
flexibility, higher long-term leverage targets or related party
transactions.

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: At 1Q23, Salt had CHF212 million of cash and
cash equivalents and a CHF60 million undrawn super senior revolving
credit facility. This combination, along with the company's
prospective CHF100 million, is sufficient to cover the repayment of
EUR248.8 million senior secured notes maturing in 2024. Salt's next
maturity is in September 2026 when EUR675 million senior secured
notes and EUR400 million of term loan B mature.

Generic Approach for Senior Secured Debt: Fitch rates Salt's senior
secured rating 'BB+', two-notches above its IDR, in accordance with
Fitch's Corporates Recovery Ratings and Instrument Ratings
Criteria, under which Fitch apply a generic approach to instrument
notching for 'BB' rated issuers. As a 'Category 2 first lien' debt
category, this results in a Recovery Rating of 'RR2', reflecting
superior recovery expectations in a default.

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.

ISSUER PROFILE

Salt is a Swiss telecommunications provider that offers mobile and
fixed-line solutions to private and business customers in
Switzerland. The company is ultimately owned by NJJ Capital, the
private holding company of entrepreneur and telecommunications
investor Xavier Niel.


MATTERHORN TELECOM: S&P Raises ICR to 'BB-', Outlook Stable
-----------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit and issue
ratings on Switzerland-based Matterhorn Telecom Holding S.A. (Salt)
and its senior secured debt to 'BB-' from 'B+' and assigned its
'BB-' issue rating to the proposed CHF100 million senior secured
notes, with a recovery rating of '3'.

The stable outlook reflects S&P's expectation that the company will
maintain strong profitability and deliver consistent growth while
keeping leverage at about 4.5x of S&P Global Ratings-adjusted debt
to EBITDA and maintaining a prudent financial policy.

S&P said, "The upgrade reflects our view that Matterhorn will
maintain debt to EBITDA at about 4.5x, supported by resilient
operating performance over the next two years. We anticipate a
solid operating performance driven by low churn in the mobile
division and growing market share in both mobile and fixed thanks
to value-for-money offers. Solid profitability, with EBITDA margins
exceeding 50%, and growth in ultrafast broadband solution, Salt
Home, should also support its performance. We therefore forecast
S&P Global Ratings-adjusted debt to EBITDA at about 4.6x in 2023,
declining to about 4.4x in 2024. Our adjusted debt figure includes
Indefeasible Right of Use (IRU) liabilities, but we exclude IRU
payments from Salt's adjusted operating cash flow."

The upgrade is further supported by solid track record of
maintaining a consistent financial policy. Matterhorn's commitment
to keep leverage in line with its guidance underpins the upgrade.
The company has a track record of financial discipline and sticking
to a prudent financial policy, including balancing shareholder
remuneration, debt service, and liquidity. S&P expects NJJ Capital
will continue delivering on its public guidance of leverage at
3.5x-4.0x with a moderate dividend upstream of not more than CHF180
million.

Salt's business has grown and its customer experience has improved.
The company has achieved this partly by making significant
investments in its mobile network, enabling it to reach 99.9% of
the Swiss population and receive a "very good" network score from
Connect Network Test. Salt's ultrafast broadband product has also
increased its operating diversification and enhanced customer
loyalty. It managed to turn its revenue profile in 2022 and reduce
churn to about 16%. Nevertheless, S&P continues to view its
business risk as constrained by its distant no. 3 position in both
mobile and fixed, while competing with a very dominant Swiss
incumbent.

The sophisticated structure of its wholesale agreement, and its
strong focus on efficiency, have helped Salt deliver above-average
margins and stronger cash flows than peers. Matterhorn has
significantly improved its cost profile since the buyout by NJJ
Capital, focusing on more efficient spending on staff, and sales
and marketing. This has resulted in a very high S&P Global
Ratings-adjusted EBITDA margin of about 50% despite relying on
wholesale agreements for its fixed broadband product. S&P expects
the new fiber agreement with Swisscom to help it maintain high
margins while reducing risk, given that it is fully variable. Its
expectation of a slight EBITDA margin decline to 50%, from 51% in
2022, will be driven by inflation effects and investments to
support growth (staff, new stores, customer care). At the same
time, Matterhorn's asset-light strategy in fixed broadband limits
its capital intensity compared with peers and results in solid cash
free flow generation, with adjusted free cash flow to debt
exceeding 10%.

Being in Switzerland also supports the business because it's a
wealthy economy with lower inflation and predictable regulation.
The Swiss market has a much higher focus on quality over price
compared with other European markets. Switzerland's economy has
also shown resilience recently and has significantly lower
inflation, about 3%, which is well below other Western European
economies. In addition, it benefits from a unique ex-ante
regulatory framework that limits the risks for an increased number
of competitors within the Swiss market.

The prudently timed issuance transaction will improve the company's
debt maturity profile. With a CHF100 million notes redemption in
2024, the group's liquidity position does not rely on additional
medium-term refinancing. The next large maturities in 2026 include
a EUR400 million term loan and EUR675 million senior secured
notes.

S&P said, "The stable outlook reflects our expectation that the
company will maintain strong profitability and deliver consistent
growth, in line with our forecast, while keeping leverage at about
4.5x of S&P Global Ratings-adjusted debt to EBITDA, FOCF to debt
above 10%, and continuing its prudent financial policy.

"We could downgrade Matterhorn if it were unable to maintain debt
to EBITDA comfortably below 5x, and FOCF to debt well above 5%.
This could happen if the company failed to sustain its
profitability due to increased pressure from competitors.

"We see further upside as unlikely over the medium term because we
expect Matterhorn to maintain leverage in line with its target. We
could consider raising the rating if Matterhorn maintained strong
profitability and revised its financial policy to enable it to
maintain debt to EBITDA comfortably below 4x."

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

S&P said, "ESG factors have no material influence on our credit
rating analysis of Matterhorn Telecom Holding S.A. In terms of
governance, the company is majority-owned by NJJ Capital, a private
holding company of French entrepreneur Xavier Niel. However, we
note that four out of nine board members of Salt Mobile (the
operating entity of the group) are independent, including the
chairman of the board. We believe the board is sufficiently
independent to effectively serve the interests of all stakeholders
and the intention of NJJ Capital is to maintain the equilibrium."




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

BLERIOT MIDCO: Moody's Affirms 'B2' CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family
rating and B2-PD probability of default rating of aerospace and
defense supplier Bleriot Midco Limited (Ontic). Concurrently,
Moody's has assigned (i) a B2 rating on the $937.4 million backed
senior secured first lien term loan maturing in October 2028, and
(ii) a B2 rating on the $85 million backed senior secured first
lien revolving credit facility (RCF) maturing in July 2028. Both
facilities are borrowed by Bleriot US Bidco, Inc, a wholly-owned
subsidiary of Bleriot Midco Limited. The outlook on both entities
remains stable.

The rating action reflects:

-- Solid performance since the LBO, including stable to growing
earnings from its existing license portfolio, alongside a good
track record of integrating new license acquisitions

-- The company's consistently positive free cash flow generation,
before license acquisitions

-- An aggressive financial policy of material debt-financed new
license acquisitions

RATINGS RATIONALE

Ontic has performed well since closing its leveraged buy-out in
October 2019. Moody's estimates that the company has grown its
revenue at constant perimeter in the range of 1% to 15% per annum
between 2019 and 2022. At the same time, Ontic has acquired
licenses for products and platforms which it has successfully
integrated, thereby strengthening and diversifying its operations.
While cash generation was the primary source of funding for
acquisitions until 2021, Ontic has increasingly relied on
incremental debt to fund its inorganic growth. Combined with a
temporary dip in defense revenue and earnings, this has led
Moody's-adjusted gross debt/EBITDA to increase to around 6x as of
May 2023, from 5.7x at the end of 2022 and 5.2x a year earlier.

Moody's expects revenue and earnings for most of the company's
large platforms to grow, hence the rating agency forecasts that
Ontic will be able to generate modest earnings growth on an organic
basis. The company's proven ability to increase prices thanks to
its sole source positions, contractual arrangements and as a
provider of critical parts will support growth expectations.

Following a peak in leverage at the point of refinancing, Moody's
forecasts that Ontic will reduce leverage to below 6.0x on a
Moody's-adjusted basis by the end of 2023. EBITDA from licenses to
be acquired with the funds raised and the execution of its defense
order book in particular, which is back-loaded in 2023, will drive
this deleveraging. Moody's also expects that Ontic will maintain
positive free cash flow generation (before license acquisitions) in
the range of $40 million to $60 million annually in 2023 and 2024.

Ontic's B2 CFR continues to reflect the company's: (1)
market-leading position in OEM-licensed parts for legacy aerospace
and defense products; (2) limited exposure to the economic cycle,
driven by its large military end-market exposure, with overall good
platform and product diversification; (3) high margins, reflecting
strong bargaining power in legacy platform components, sole-source
positions, limited competition and low product substitution risks;
(4) relatively stable earnings stream of existing product base,
with high contractual protection from inflation; and (5) long
relationships with OEMs, underpinned by product and transition
expertise.

On the flipside, the CFR also reflects: (1) potential for supply
chain challenges to affect customer production rates or the
company's own ability to supply; (2) high Moody's-adjusted leverage
well above 6.0x, pro forma for the proposed transaction; (3) a very
active acquisition strategy, funded by additional debt; (4)
relatively small scale and high degree of geographic concentration
with potential for volatility of earnings depending on the timing
of orders; and (5) reliance on relationships with OEMs, which could
be hurt by loss of key personnel or weak execution of new license
transitions.

LIQUIDITY

Ontic maintains adequate liquidity with cash of $61 million at June
2023 and a fully undrawn RCF of $85 million (extended to 2028), pro
forma for the proposed refinancing. Moody's expects positive free
cash flow generation before license acquisitions. However, the
rating agency also expects that the company will use this liquidity
to finance further license acquisitions. The RCF is subject to a
springing first-lien net leverage covenant, tested when drawings
exceed 40% of total commitments, under which Moody's expect the
company to retain substantial headroom.

STRUCTURAL CONSIDERATIONS

The B2 ratings on the proposed $937.4 million backed senior secured
first-lien term loan and pari passu ranking backed senior secured
first lien $85 million RCF, both extended to 2028, are in line with
the CFR. This reflects the first lien only capital structure. There
are no material changes to guarantors and security as part of the
proposed refinancing. Facilities are guaranteed by Bleriot Midco
Limited and all its material restricted subsidiaries, and are
secured over all US and UK assets, subject to a limitation of 65%
of share pledges of foreign subsidiaries of US entities.

RATING OUTLOOK

The stable outlook reflects expectations that the company will
reduce Moody's-adjusted leverage below 6x over the next 12 months
while maintaining at least stable revenue and EBITDA on an organic
basis. It also reflects Moody's assumption that the company will
generate free cash flow/debt, before new license acquisitions, at
least in the mid to high single digit percentages. In addition, the
outlook assumes that (1) the company will maintain adequate
liquidity, and (2) no debt-financed acquisitions or distributions
that result in a material increase in leverage will occur.

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

The ratings could be upgraded if (i) Ontic consistently grows its
revenue and EBITDA at constant perimeter, (ii) Moody's-adjusted
leverage reduces sustainably below 5x, (iii) FCF/debt before
license acquisitions exceeds 10%, and (iv) liquidity remains at
least adequate. In addition, the company would need to demonstrate
a financial policy consistent with sustaining the above metrics.

The ratings could be downgraded if (i) revenue and EBITDA decline
organically, (ii) Moody's-adjusted gross debt/EBITDA remains above
6x, or (iii) free cash flow before license acquisitions reduces
toward zero or liquidity concerns arise.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Aerospace and
Defense published in October 2021.

COMPANY PROFILE

Ontic, headquartered in Cheltenham, England, is a leading provider
of OEM-licensed parts and repair and overhaul services to the
aerospace and defense industry, focusing on late lifecycle and
legacy products. The group has operations in defense (70% of
revenues) as well as commercial aerospace and business and general
aviation. The group owns seven facilities in the US, UK and
Singapore supporting a global base of over 1,500 customers and
8,000 products across more than 600 platforms. In the 12 months
ended 31 May 2023, Ontic reported revenues of $418 million and
EBITDA before exceptional items of $149 million. Ontic has been
owned by financial sponsor CVC since late 2019.


BRANTS BRIDGE 2023-1: Fitch Assigns 'BB+sf' Rating to Class E Debt
------------------------------------------------------------------
Fitch Ratings has assigned Brants Bridge 2023-1 PLC final ratings:


ENTITY/DEBT              RATING              PRIOR
-----------              ------              -----
Brants Bridge 2023-1 plc

Class A XS2642404250   LT  AAAsf   New Rating  AAA(EXP)sf
Class B XS2642404508   LT  AA+sf   New Rating  AA+(EXP)s
Class C XS2642404763   LT  Asf     New Rating  A(EXP)sf
Class D XS2642405497   LT  BBBsf   New Rating  BBB(EXP)sf
Class E XS2642405737   LT  BB+sf   New Rating  BB+(EXP)sf
Class Z1 XS2642405810  LT  NRsf    New Rating  NR(EXP)sf
Class Z2 XS2642406032  LT  NRsf    New Rating  NR(EXP)sf

TRANSACTION SUMMARY

Brants Bridge 2023-1 is a securitisation of owner-occupied (OO)
residential mortgage loans originated by Foundation Home Loans
(FHL), the lending arm of Paratus AMC, and secured against
properties in England, Scotland and Wales. This will be Paratus's
second transaction comprising solely OO mortgages and the first
rated by Fitch. Paratus has issued 11 buy-to-let transactions since
2017.

KEY RATING DRIVERS

Newly-originated Asset Pool: The mortgage pool comprises
recently-originated OO loans, with over 94% originated in the year
prior to the pool cut-off date. The pool has a weighted average
(WA) original loan-to-value (LTV) of 70.7% and a WA current LTV of
69.8%, leading to a WA sustainable LTV of 87.2%. The pool also has
a Fitch-calculated WA debt-to-income (DTI) of 39.3%. The WA LTVs
and DTI are in line with peer transactions rated by Fitch.

Prime Underwriting, Limited Performance: Paratus has a manual
approach to underwriting, focusing on borrowers that do not qualify
on the automated scorecard criteria of high street lenders. This
can include borrowers with complex or unusual incomes as well as
borrowers with some level of prior adverse credit. Paratus's target
market and its lending policies are in line with peers in the
specialist lending space.

Paratus began originating OO loans in 2017 with around GBP550
million originated and therefore has limited performance data for
this sub-sector. The OO mortgage book has low arrears and no
repossessions to date. However, Paratus is a well-established
buy-to-let lender with over GBP5 billion originated to date, with
book performance that is in line or better than specialist peers.
Fitch applied an originator adjustment of 1.1x in its rating
analysis.

Borrower Concentration: The pool has a loan count of 1,061, which
is low compared with other Fitch-rated OO transactions, leading to
a noticeable borrower concentration. The top 20 borrowers account
for 8.1% of the portfolio by current balance.

Self-employed FF Adjustment: The portfolio has a high concentration
of self-employed borrowers, at 60.2% by current balance. Prime
lenders assessing affordability typically require a minimum of two
years of income information and apply a two-year average, or if
income is declining, the lower figure. FHL's lending criteria
allows for only one year's income to be provided (subject to
additional checks) while the underwriting procedures allow
underwriters' discretion when assessing the sustainability of
income; in line with specialist lenders.

Fitch consequently applied an increase of 30% to the foreclosure
frequency (FF) for self-employed borrowers with verified income
instead of the 20% increase typically applied under its UK RMBS
Rating Criteria for OO borrowers.

High-yielding Assets: The assets in the portfolio earn higher
interest rates than is typical for prime mortgage loans and can
generate substantial excess spread to cover losses. The WA yield at
closing was 5.2%. On and after the step-up date, available excess
spread will be diverted to the principal waterfall and can be used
to amortise the rated notes.

Unrated Seller: Paratus is not a rated entity and so may have
limited resources available to repurchase any mortgage receivables
if there is a breach of the representations and warranties given to
the issuer. Fitch therefore placed more emphasis on other factors:
no repurchases due to breaches of the loan warranties on past
Paratus securitisations, a clean agreed-upon-procedures report and
file review carried out by Fitch with no material issues
identified.

RATING SENSITIVITIES

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

The transaction's performance may be affected by changes in market
conditions and 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 notes susceptible to
potential negative rating action depending on the extent of the
decline in recoveries. Fitch conducts sensitivity analyses by
stressing both a transaction's base-case FF and recovery rate (RR)
assumptions, and examining the rating implications for all classes
of issued notes.

Fitch tested an additional rating sensitivity scenario by applying
an increase in the FF of 15% and a decrease in the RR of 15%. This
would lead to downgrades of the notes of up to two 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 potential
upgrades. Fitch tested an additional rating sensitivity scenario by
applying a decrease in the FF of 15% and an increase in the RR of
15%. This would lead to an upgrade of the junior notes by up to
four notches

DATA ADEQUACY

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

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

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

ESG CONSIDERATIONS

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


BRANTS BRIDGE 2023-1: S&P Assigns BB(sf) Rating on E-Drfd Notes
---------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Brants Bridge 2023-1
PLC's class A to E-Dfrd notes. At closing, Brants Bridge 2023-1
also issued unrated class Z1 and Z2 notes.

Brants Bridge 2023-1 is a static RMBS transaction securitizing a
portfolio of owner-occupied mortgage loans secured on properties in
the U.K.

The loans in the pool were originated between 2020 and 2023--mostly
in 2022--by Paratus AMC Ltd., a non-bank specialist lender, under
the brand of Foundation Home Loans.

The collateral comprises complex income borrowers and borrowers
with relatively minor credit impairments, resulting in high
exposure to self-employed borrowers and first-time buyers.

The transaction benefits from liquidity support provided by a
nonamortizing reserve fund (broken down into a liquidity reserve
fund and a credit reserve), and principal can also be used to pay
senior fees and interest on some classes of notes, subject to
certain conditions.

Credit enhancement for the rated notes comprises subordination and
the credit reserve from the closing date, and overcollateralization
following the step-up date. The overcollateralization results from
releasing the excess amount from the revenue priority of payments
to the principal priority of payments, after any subordinated swap
payment amounts due (if any) are paid.

The transaction incorporates swaps to hedge the mismatch between
the notes, which pay a coupon based on the compounded daily
Sterling Overnight Index Average (SONIA), and the loans, which
primarily pay a fixed-rate interest before reversion.

At closing the issuer used the issuance proceeds to purchase the
full beneficial interest in the mortgage loans from the seller
(Paratus AMC Ltd.). The issuer granted security over all its assets
in favor of the security trustee.

Counterparty, operational, or sovereign risks do not constrain
S&P's ratings under its applicable criteria. S&P considers the
issuer to be bankruptcy remote under its legal criteria.

  Ratings list

  CLASS          RATING     AMOUNT (MIL. GBP)

   A             AAA (sf)     262.546

   B             AA (sf)       14.669

   C-Dfrd        A (sf)        10.586

   D-Dfrd        BBB (sf)       9.830

   E-Dfrd        BB (sf)        4.537

   Z1            NR             0.305

   Z2            NR             4.235

   RC1 Residual
   certificates  NR             N/A

   RC2 Residual
   certificates  NR             N/A

  NR--Not rated.
  N/A--Not applicable.


CO-OPERATIVE GROUP: S&P Affirms BB- ICR & Alters Outlook to Stable
------------------------------------------------------------------
S&P Global Ratings revised its outlook on Co-operative Group
(Co-op) to stable from negative. S&P affirmed its long-term ratings
on Co-op and its senior unsecured notes at 'BB-', and its issue
rating on its subordinated notes due 2025 at 'B+'.

S&P said, "The stable outlook reflects our view that Co-op will
sustain the improvement in its credit metrics and liquidity and
will consistently generate positive FOCF after leases in the next
24 months, thanks to improved working capital and lower capex,
which mitigate the subdued EBITDA margin of less than 4%. We
forecast that leverage will stay at 3.5x-4.0x over 2023-2025, and
the group will timely refinance or repay its notes due 2024.

"Ongoing cost inflation is hindering margin recovery, giving Co-op
less headroom as the industry navigates weak consumer sentiment
with price investments. We expect Co-op's revenue to drop by 7%-8%
to GBP10.5 billion-GBP10.6 billion in 2023 after the sale of the
petrol forecourts business in October 2022, before picking up by
about 1%-2% per year in 2024-2025. This is driven by ongoing price
inflation in the U.K. and Co-op's growing e-commerce contribution
in the food segment, which offsets some like-for-like volume
decline (until at least 2024) and lost revenue from annual store
disposals. We expect adjusted EBITDA will drop to GBP400
million-GBP420 million in 2023 (primarily due to the forecourts
disposal) and remain stagnant in 2024 as higher wage, energy, and
food costs will offset the group's revenue growth initiatives.
This, together with the growing contribution of the lower-margin
wholesale segment and elevated operating costs, leads to an
adjusted EBITDA margin of 3.7%-4.0% for 2023-2024.This is below the
range of 5%-10% that we view as average for grocers and in our view
demonstrates some weakening in operating efficiency compared with
pre-pandemic. We acknowledge that the efforts in cost efficiency
and strategizing product mix (including balancing between branded
versus own brand products and slimming down stock keeping units
[SKUs]) should support margin recovery in the longer term. However,
in the near term, Co-op may not be able to maintain its competitive
prices amid weak consumer sentiment exacerbated by the escalating
cost of living crisis.

"Co-op's concentration on the convenience retail market, the
expansion of its e-commerce channel, and its membership drive will
support revenue growth in the next two to three years but may still
be insufficient to preserve its market position. We see more
grocers investing in the convenience format alongside the growing
market power of discount retailers in the U.K. With GBP7.8 billion
of food retail sales in 2022, Co-op had a 5.8% share of the U.K.
market as of June 11, 2023, according to data analytics firm
Kantar. This is lower than the 6.2% market share that Co-op held in
the same period of 2019 and in the years before, with a temporary
spike in 2020. It has lost its position as the fifth-largest
grocery retailer behind Tesco, Sainsburys, ASDA, and Morrisons, and
has fallen behind both Aldi and Lidl. Together, the two discounters
make up about 18% of the market, with Lidl having consistently
surpassed Co-op's share since April 2021. We acknowledge Co-op's
diversified model: It is a market leader in the funeral care sector
with further consolidation potential as the sector undergoes
regulatory changes. Yet the segment contributes less than 5% of
revenue and less than 10% of EBITDA. In addition, the insurance and
legal segments, with high growth prospects and higher margins than
the food segment, are still relatively small. This, together with
weaker profitability, has led us to reassess the group's
competitive standing and the long-term resilience of its business
model. We now view its business risk profile as fair, compared with
satisfactory previously.

“We expect FOCF after leases will return to positive as working
capital stabilizes in 2023. Compared with the working capital
variation of negative GBP300 million in 2021 and negative GBP54
million in 2022, driven by a large decrease in account payables and
an increase in receivables respectively, we expect working capital
to turn positive on the back of improvement in stock management and
some cash benefits from a slimdown of SKUs in the product range
review launched in 2022. This should support an increase in the
group's operating cash flow to above GBP350 million in 2023 from
GBP250 million in 2022. Combined with annual capex of about GBP210
million, FOCF after leases will recover to above GBP30 million in
2023 and remain positive in 2024."

The recovery of cash flow generation and proceeds from the
forecourts disposal support Co-op's liquidity. Co-op's liquidity
position is supported by GBP447 million of cash on hand as of Dec.
31, 2022, and full availability under GBP443 million of revolving
credit facility (RCF) due 2026 (upsized from GBP400 million in
March 2023). The ample cash balances, GBP408 million of which
derive from the forecourts disposal, and normalizing working
capital alleviates pressure related to near-term repayment or
refinancing of its GBP200 million notes due 2024 and the GBP109
million debt due 2025.

The capital structure is cushioned by an ample cash balance and
fixed interest rates, although slower EBITDA recovery would stall
near term improvement in credit metrics. EBITDA loss from the sold
forecourts, together with suppressed profitability because of cost
inflation, will lead to an uptick of adjusted debt to EBITDA to
about 4x in 2023 and 2024 from 3.7x in 2022. S&P said, "This is
still lower than our previous forecast, thanks to lower net debt
benefiting from the GBP408 million of cash proceeds from the
forecourts disposal. We expect some deleveraging in 2025 to below
4x as the inflow of working capital and cash flow recovery will
benefit net debt (including lease liabilities), which we estimate
will sit at about GBP1.60 billion-GBP1.65 billion. While we expect
EBITDAR to cash interest plus rent coverage to remain subdued below
2x in 2023 and 2024 because of stagnant EBITDAR, Co-op's primarily
fixed-rate debt structure somewhat cushions the group amid the high
interest rate environment."

S&P said, "The stable outlook reflects our view that Co-op will
sustain the improvement in its credit metrics and liquidity as well
as consistently generate positive FOCF after leases in the next 24
months. This is on the back of the group's efforts in improving
working capital and controlling capex, which mitigate the subdued
EBITDA margin of less than 4%. We forecast that adjusted debt to
EBITDA will stay at 3.5x-4.0x over 2023-2025, and the group will
timely refinance or repay the 2024 notes."

Downside scenario

S&P could lower the ratings if Co-op's cash flow generation becomes
weaker than expected, resulting in:

-- Funds from operations (FFO) to debt falling to 12% or lower;
or

-- Co-op failing to generate consistently positive FOCF after full
lease payments.

Although not part of its base case, S&P could also consider a
negative rating action if the group's liquidity position
significantly weakened after the repayment of its GBP200 million
notes outstanding due in 2024.

Upside scenario

Although unlikely in the next 12 months, S&P could upgrade Co-op if
it is able to demonstrate stronger-than-expected EBITDA margin
recovery and cash flow generation, such that:

-- FFO to debt remains above 20%;

-- FOCF after full lease payments is materially positive for a
sustained period; and

-- EBITDAR to cash interest plus rent coverage is sustainably
above 2.2x.

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


LINDHURST ENGINEERING: Bought Out of Administration by ECS
----------------------------------------------------------
Business Sale reports that Lindhurst Engineering Company, a
manufacturing firm based in Sutton-in-Ashfield, has been acquired
out of administration.

According to Business Sale, the company has been acquired by
turnkey engineering and maintenance firm ECS Engineering Services
Ltd.

However, despite having a strong order book, the company had
reportedly suffered as a result of inflationary and cashflow
pressures Business Sale relates.  This led to it filing a notice of
intention (NOI) to appoint administrators last month, before
appointing Ben Jones and Raj Mittal of FRP Advisory as joint
administrators on July 10, 2023, Business Sale recounts.

Following their appointment, the joint administrators concluded a
sale of the business and certain of its assets to ECS Engineering
Services in a deal that secures 31 jobs, Business Sale discloses.

In Lindhurst Engineering's most recent accounts, covering the year
ending August 31, 2022, its fixed assets were valued at GBP37,186
and current assets at GBP1.7 million, Business Sale notes.
However, the business owed over GBP1.5 million to creditors at the
time, with net assets amounting to around GBP92,000, Business Sale
states.


PATAGONIA HOLDCO 3: S&P Lowers ICR to 'B-' on Higher Leverage
-------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit and issue
ratings on U.K.-based building materials distributor Patagonia
Holdco 3 (Patagonia; operating as Huws Gray) and its senior secured
debt to 'B-' from 'B'. The '3' recovery rating on the debt is
unchanged, indicating its expectation of meaningful (50%-70%;
rounded estimate: 55%) recovery in the event of a default.

The stable outlook indicates S&P's expectation that Patagonia will
generate positive free operating cash flow (FOCF) in 2023 and 2024,
and liquidity will remain adequate, notwithstanding elevated
adjusted debt to EBITDA in both years.

S&P said, "We expect slowing demand in Patagonia's key RMI end
market will result in an 8% decline in revenue in 2023. RMI, which
accounts for about 70% of the group's sales, is more sensitive to
consumer sentiment and discretionary income. Therefore, it will be
more affected by the continued challenging macroeconomic
environment we expect in the U.K. for the rest of 2023. Core
inflation rose to 7.1% in May, the highest level in 31 years, which
could reduce consumer discretionary spending and, in turn, demand
for building products.

"In an effort to curb inflation, the Bank of England raised
interest rates for the 13th consecutive time in June, by 50 basis
points to 5%. We believe that this could further strain consumer
wallets, as average mortgage rates paid on outstanding loans
gradually catch up with market rates. At the same time, housing
transactions continue to trend lower. According to data compiled by
HM Revenue and Customs (HMRC), the provisional seasonally adjusted
estimate of the number of U.K. residential transactions in May 2023
was 27% lower than the previous year and 3% lower than April.
Consumer spending related to RMI is positively correlated with the
number of housing transactions, with a typical lag of six to 18
months. Taking all of this into account, we expect Patagonia's
sales to decline to about GBP1.5 billion in 2023, from GBP1.62
billion in 2022.

"The rating action reflects our expectation that leverage will
remain above 6.5x over the next 12-24 months due to lower
earnings.In our base case, we forecast Patagonia's S&P Global
Ratings-adjusted EBITDA margin will decline to about 8.0% in 2023,
compared with 9.0% in 2022. This is driven by our expectation of
lower sales against a backdrop of broadly stable fixed costs. The
company has introduced initiatives to right-size its operations to
fit current demand, in addition to the synergy opportunities
related to the acquisition of Fleming. In our view, these
management actions should support margins, although we estimate
that they will only partly offset the negative effects of cost
inflation, especially increasing labor costs.

"In such a context, we anticipate elevated adjusted leverage of
8.5x-9.0x in 2023 and 7.5x-8.0x in 2024. This is much higher than
the 5.0x-6.5x that we view as commensurate with a 'B' rating and
driven by our forecast adjusted EBITDA of about GBP120 million in
2023 and about GBP135 million in 2024, compared with GBP146 million
in 2022. Our EBITDA calculation includes costs to achieve synergies
and items such as severance costs, partly offset by the realized
procurement, central functions, and operational right-sizing
synergies. We do not deduct cash from debt in our calculation,
owing to Patagonia's private-equity ownership, and we adjust debt
for modest lease liabilities of about GBP100 million.

"We expect Patagonia to generate positive FOCF in 2023, which along
with the undemanding maturity profile underpins the 'B-' rating.We
forecast that the company will generate FOCF of GBP15 million-GBP20
million a year in 2023 and 2024, supported by the countercyclical
characteristics of its working capital and the asset-light nature
of its business. This factors in lower capital expenditure (capex)
of GBP35 million-GBP40 million in 2023, compared to GBP53 million
in 2022. We understand that management maintains optionality
regarding its growth investments and can postpone expansion capex
if needed. At the same time, we expect working capital inflows of
about GBP20 million in 2023, owing to lower sales volumes and
receding input cost inflation. Moreover, the 4.5-year maturity
profile and significant headroom under the springing covenant will
allow the company to withstand short-term pressure in profitability
and demand. Besides, Patagonia has hedged roughly 50% of its
interest rate exposure, which offers protection against rising
interest rates.

"The stable outlook indicates that we expect Patagonia to generate
positive FOCF in 2023 and 2024 and maintain adequate liquidity
headroom under its financial covenants, notwithstanding elevated
adjusted debt to EBITDA of above 7.5x over the same period."

S&P could lower the ratings if:

-- The group experienced further margin pressure, for example due
to a slower-than-anticipated demand recovery or
higher-than-expected costs, resulting in adjusted debt to EBITDA
above 8.0x for longer than anticipated;

-- Liquidity pressure arose as a result of negative FOCF and led
to an unsustainable capital structure; or

-- Patagonia and its sponsor were to follow a more aggressive
strategy with regards to higher leverage or shareholder returns.

S&P could raise its ratings on Patagonia if it sustainably reduced
its debt to EBITDA to below 6.5x while maintaining positive FOCF.

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


PHARMACEUTICAL PACKAGING: Enters Administration, Halts Operations
-----------------------------------------------------------------
Business Sale reports that Pharmaceutical Packaging (Leeds) has
fallen into administration and ceased trading.

FRP Advisory's Mark Hodgett and Phil Pierce were appointed as joint
administrators to the company on July 6, Business Sale relates.

According to Business Sale, a total of 21 staff have been made
redundant following their appointment, with five retained to assist
the administrators in winding down the business.

Following their appointment, the administrators say they will seek
to sell the company's assets, Business Sale notes.  In the firm's
accounts for the year ending October 31, 2021, its fixed assets
were valued at GBP343,417 and current assets at just over GBP2.5
million, Business Sale states.  At the time, the company owed
around GBP2.5 million in total to creditors, with net assets valued
at GBP314,763, Business Sale discloses.

The company was impacted by rising supply costs and supply chain
inflation, meaning its was no longer able to fulfil its financial
obligations and was forced to appoint administrators, Business Sale
relays.

"Pharmaceutical Packaging had operated in the local area since 1878
and unfortunately, mounting external pressures, most notably rising
costs, made the business financially unviable," Business Sale
quotes joint administrator and FRP restructuring advisory partner
Mark Hodgett, as saying.

"Regrettably, this meant 21 staff were made redundant on
appointment.  We're now supporting the individuals affected and
preparing for an asset sale."


RICHMOND UK: S&P Affirms 'CCC+' LT ICR & Alters Outlook to Stable
-----------------------------------------------------------------
S&P Global Ratings revised its outlook to stable from negative and
affirmed its 'CCC+' long-term issuer credit rating on Richmond UK
Holdco.

S&P subsequently withdrew all its ratings on Richmond UK Holdco at
the company's request.

The group has announced the full repayment of the senior secured
debt, including first- and second-lien debt, as well as the
drawings under the RCF. The repayment was at par, with lenders
being repaid in full from new funds received. The group has
therefore addressed its short-term refinancing risk.

S&P said, "Following this transaction, we continue to view the
group's capital structure as highly leveraged and unsustainable in
the long term, though we do not see a near-term credit or payment
crisis. The issuer remains vulnerable and is dependent upon
favorable business, financial, and economic conditions to meet its
financial commitments. Consequently, we affirmed our 'CCC+' issuer
credit rating and revised the outlook to stable from negative."

The withdrawal of all the issuer and issue ratings comes at the
company's request.

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


SAGA PLC: S&P Affirms 'B-' LongTerm ICR, Off Watch Negative
-----------------------------------------------------------
S&P Global Ratings affirmed its 'B-' long-term issuer credit rating
on U.K.-based Saga PLC and its senior unsecured debt and removed
all ratings from CreditWatch with negative implications, where S&P
placed them on April 11, 2023.

The negative outlook reflects S&P's view that Saga's tight
liquidity sources, in view of the upcoming debt maturities, leave
little room for underperformance.

S&P said, "We expect solid cash flow from August 2023-January 2024
(the second half of fiscal 2024) based on strong bookings in cruise
operations, while motor brokerage continues to be challenging. We
believe that there is more visibility around cash generation in the
second half of fiscal 2024 (fiscal year ends Jan. 31, 2024) because
there is increased confidence that Saga could achieve load factor
in the 80%-85% range for fiscal 2024 under its cruise operations,
from the year-to-date levels of about 79%. We now expect Saga to
generate higher positive free operating cash flow (FOCF) of about
GBP55 million in fiscal 2024, compared with our previous estimates
of about GBP28 million. This is also supported by our expectation
of better working capital management. Similarly, we now forecast
higher FOCF of about GBP65 million in fiscal 2025 versus our
previous estimates of about GBP50 million.

"Having said that, we believe there remain uncertainties, given the
challenging operating conditions. This is due in particular to the
insurance brokerage segment, given the weaker renewals pricing and
new business, especially in the motor brokerage segment, after
implementing the Financial Conduct Authority's proposals to
eliminate differentials between renewing and new business
customers. We expect S&P Global Ratings-adjusted EBITDA margins of
30%-31% in the insurance brokerage business from fiscal 2024
compared with historical levels of more than 40%. As a result, we
expect Saga's EBITDA margin to be 16.0%-16.5% compared with
historical levels of 21.0%-22.0%."

Saga continues to face potential liquidity pressures over the next
12 months, depending on its operating performance. Saga has access
to about GBP150 million of unrestricted cash as of May 31, 2023,
and a GBP50 million committed unsecured loan facility from its
largest shareholder, Roger De Haan, which will be available for 18
months from Jan. 1, 2024, if the sale of AICL is not concluded by
end of this fiscal year.

S&P said, "We believe that, depending on the company's forward
performance, these liquidity sources could be tight in view of the
upcoming maturities of GBP150 million of senior unsecured notes due
May 2024 and mandatory amortization during fiscal 2024 of about
GBP62 million under its shipping debt facilities. We therefore
continue to view liquidity as less than adequate.

"The GBP50 million revolving credit facility (RCF) is subject to
quarterly covenants, if drawn. The RCF is not accessible for the
next two quarters, ending July 31 and Oct. 31, 2023, as there is no
headroom under the company's financial covenant if they were to be
tested.

"We believe that the RCF will possibly be accessible from Jan. 31,
2024; however, the covenant headroom under our forecast remains
tight and depends on the company's capacity to improve operating
performance and deleverage.

"The negative outlook reflects our view that Saga's tight liquidity
sources in view of the upcoming debt maturities leave little room
for underperformance.

"We could lower the rating if Saga's near-term performance and cash
flow generation are weaker than we currently expect, leading to
heightened liquidity risk.

"We could revise the outlook to stable if Saga successfully repays
its 2024 notes, alleviating liquidity pressures, while operating
performance and cash generation continue to improve."

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

Saga's improving occupancy and forward booked position suggest
COVID-19 restrictions and consumer fears around cruises will be
less of a hindrance to travel this year. S&P said, "Nevertheless,
health and safety factors remain a negative consideration in our
credit rating analysis of Saga, reflecting the leverage during the
pandemic to finance a prolonged period of significant cash burn
during the industry's suspension and slow recovery of its cruise
and travel operations. We consider environmental factors as a
moderately negative consideration, given the increased earnings
contribution of Saga's cruise business and because of its heavy use
of fuel, which creates greenhouse gas emissions, as well as its
exposure to waste and pollution risks and increasing environmental
regulations. These risks could lead to an increase in its required
investment spending or fines if not properly managed."


SIMON LEE: Enters Administration, Taps BDO
------------------------------------------
Artlyst reports that Simon Lee Gallery, one of London's most
highly-regarded commercial gallery spaces, has gone into joint
administration with the firm BDO LLP.

A notice was posted on the door of the shuttered gallery on July
11, Artlyst relates.

The gallery's trouble first came to light over a month ago when
Sonia Boyce, who won the Venice Biennale's top Golden Lion prize
for her exhibition in the British Pavilion, departed in a very
public way, Artlyst discloses.

According to Artlyst, last month The Art Newspaper reported, "The
London-based gallery was also subject to a Companies House notice
to be dissolved, though the owner stated the tax dispute has now
been resolved."

The Simon Lee Gallery was a top international contemporary art
gallery with branches in London and Hong Kong.  It was founded by
Simon Lee in 2002 and had since become known for its diverse
exhibitions featuring established and emerging artists.


SKYLARK: Goes Into Administration, Seeks Buyer
----------------------------------------------
Chris Yandell at Southern Daily Echo reports that an award-winning
golf and country club that hosts weddings has gone into
administration.

According to Southern Daily Echo, the Skylark complex at Skylark
Meadows, Whiteley, will remain open while the administrators try to
find a buyer for the business.

It boasts a raft of facilities, including an 18-hole golf course
and an 18th-century barn.

In a statement, the club confirmed that it entered administration
on Tuesday, July 11, Southern Daily Echo relates.

It added: "The administrators are from Kroll Advisory.

"The joint administrators intend to continue to trade the business
as normal whilst a purchaser is sought.

"As such members and guests will continue to enjoy the use of the
clubhouse, golf course and facilities as usual.

"Members and guests should continue to direct any enquiries to the
club in the usual manner.

"Further updates will be shared by the joint administrators as the
administration process progresses."


UNBOUND GROUP: Failure to Secure Funding May Lead to Collapse
-------------------------------------------------------------
Mark Kleinman at Sky News reports that the owner of Hotter Shoes is
racing to secure emergency funding in an attempt to avoid falling
into administration.

Sky News understands that the board of Unbound Group is trying to
raise up to GBP2 million within days to pave the way for the
implementation of a restructuring plan.

City sources warned on July 12 that unless that funding was
forthcoming "in the near future", Unbound's board would have little
choice but to call in administrators, Sky News relates.

Hotter Shoes trades from 17 standalone stores and just under 10
concessions in garden centres.

The company has been struggling for some time and in May announced
that a GBP10 million investment from Marwyn Investment Management
had fallen through, Sky News discloses.

Unbound, as cited by Sky News, said in a stock exchange
announcement on June 27 that it had terminated a formal sale
process for the Hotter Shoes business.

It added that it had held discussions with major shareholders and
had received "some positive feedback" about a share sale to raise
between GBP1.5 million and GBP2 million, Sky News notes.

Those talks are said to be continuing, according to Sky News.

Interpath Advisory, the restructuring firm, is working with Unbound
on its contingency planning, Sky News says.

In 2020, it launched a company voluntary arrangement (CVA) which
resulted in the permanent closure of 46 stores, Sky News recounts.


[*] UK: Company Insolvencies Expected to Keeping Rising
-------------------------------------------------------
Daniel O'Boyle at Evening Standard reports that insolvency
specialists Begbies Traynor said the amount of companies going bust
could keep rising all the way into 2024, but the growth will be
steady rather than a sudden jump.

According to the Insolvency Service, the number of companies
declared insolvent in the year to March 31 was 22,983, up from
16,575, the Standard discloses.

Ric Traynor, executive chairman of Begbies Traynor Group, told the
Standard that his business had already seen a notable rise in
companies being declared insolvent: "Numbers are rising.
Insolvencies are now above pre-pandemic levels and we expect that
to rise.

"For the current year, they'll be even higher."

But he added that it had been more of a steady rise than a drastic
jump.

"We've seen a continued trend.  There haven't been sudden blips.
We don't expect a sudden surge, but it will steadily keep
increasing."

He said higher interest rates and inflation had hit many small
businesses hard, the Standard relates.  With the Bank of England
widely expected to keep raising rates into next year, Traynor said
insolvencies might be more likely to reach their peak in 2024
rather than this year.

AJ Bell investment director Russ Mould said the firm "has seen
increased work for insolvencies, which reflects how businesses can
crumble under the pressure of higher rates," the Standard notes.

"Many companies have reached a tipping point where they cannot
generate enough cash to service borrowings and so they have no
choice but to fold."



                           *********


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

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

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

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

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

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


                * * * End of Transmission * * *