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

                          E U R O P E

          Tuesday, July 25, 2023, Vol. 24, No. 148

                           Headlines



C Y P R U S

PRIMETEL: Signal Set to Acquire Business Out of Administration


F R A N C E

CASINO GUICHARD: EUR1.43B Bank Debt Trades at 44% Discount
TEREOS SCA: Fitch Affirms 'BB' Long Term IDR, Outlook Stable
VIVALTO SANTE: S&P Assigns 'B' Short-Term Issuer Credit Rating


G E R M A N Y

GFK SE: Fitch Downgrades Long Term IDR to 'B+', Outlook Stable
TELE COLUMBUS AG: EUR525M Bank Debt Trades at 37% Discount


I R E L A N D

BARRYROE OFFSHORE: Court to Hear Administration Bid on July 31
NASSAU EURO III: Fitch Assigns 'B-(EXP)sf' Rating to Class F Notes
ST. PAUL'S III-R: Fitch Alters Outlook on 'BBsf'  F-R Notes to Neg.


I T A L Y

DEDALUS HEALTHCARE: S&P Alters Outlook to Neg., Affirms 'B-' ICR


L U X E M B O U R G

ENDO LUXEMBOURG: Saratoga Marks $2.3M Loan at 24% Off
INEOS GROUP: Fitch Affirms 'BB+' LT IDR, Alters Outlook Neg.


N E T H E R L A N D S

LEALAND FINANCE: $500M Bank Debt Trades at 40% Discount
LEALAND FINANCE: Saratoga Marks $347,730 Loan at 33% Off


R U S S I A

KAPITALBANK: S&P Upgrades Long-Term ICR to 'B', Outlook Stable


S P A I N

SANTANDER CONSUMO 5: Fitch Assigns Final BBsf Rating to Cl. D Notes
SANTANDER CONSUMO 5: Moody's Gives Ba1 Rating to EUR30.8MM D Notes
SERIE AYT CGH BBK II: Moody's Ups EUR7MM C Notes Rating from Ba3


T U R K E Y

TURKIYE EMLAK: Fitch Affirms 'B-/B' Long Term IDRs, Outlook Neg.


U N I T E D   K I N G D O M

CASTELL 2022-1: S&P Affirms 'B+ (sf)' Rating on Class F-Dfrd Notes
CRYSTAL PRESS: Bought Out of Administration by Reflections
EDDIE STOBART: FRC Fines KPMG, PwC Over Audits
FISHERPRINT LTD: Goes Into Administration
THAMES WATER: Biggest Investor Slashes Stake by 28%

THAMES WATER: Moody's Lowers Rating on GBP400MM Term Notes to B2

                           - - - - -


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C Y P R U S
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PRIMETEL: Signal Set to Acquire Business Out of Administration
--------------------------------------------------------------
Financial Mirror reports that telecommunication company Primetel
has announced that Signal Capital Partners, a London-based private
equity fund, is set to acquire the Cypriot firm after it was placed
under administration.

According to a Primetel statement, Signal Capital Partners has
funded the development of Primetel's new mobile network and will
continue to support the company's operations and investment needs
with confidence in its and its staff's capabilities, Financial
Mirror notes.

It emerged on July 21, Primetel was placed under administration on
July 18 after it defaulted on a loan it acquired from Signal
Capital Partners, Financial Mirror relates.

The situation has caught the attention of the Office of the
Commissioner for Electronic Communications and Postal Regulation,
George Michaelides, which is currently looking into the matter,
Financial Mirror discloses.

The regulatory body is expected to issue a statement in the coming
days to address concerns over the potential ramifications of
Primetel's administration, Financial Mirror says.

As reported by Kathimerini Cyprus Edition, this may not mean the
end of the company, as the appointed administrator Marios Kallias
told the outlet, Financial Mirror notes.

He said company staff would remain in place, the services offered
remain as they are, and its contracts are not affected by being in
administration, Financial Mirror relates.

"This is an issue between the shareholders and the investors, who
had some differences between them, which brought changes to the
control regime of the company.

"The fact that the company went into receivership has nothing to do
with debts to the bank and has nothing to do with the company's
activities," stated the administrator.

Primetel is the third-largest licensed mobile operator in Cyprus.




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F R A N C E
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CASINO GUICHARD: EUR1.43B Bank Debt Trades at 44% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Casino Guichard
Perrachon SA is a borrower were trading in the secondary market
around 55.7 cents-on-the-dollar during the week ended Friday, July
21, 2023, according to Bloomberg's Evaluated Pricing service data.


The EUR1.43 billion facility is a Term loan that is scheduled to
mature on August 31, 2025.  The amount is fully drawn and
outstanding.

Casino Guichard-Perrachon SA operates a wide range of hypermarkets,
supermarkets, and convenience stores. The Company operates stores
in Europe and South America. The Company's country of domicile is
France.


TEREOS SCA: Fitch Affirms 'BB' Long Term IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings has affirmed Tereos SCA's Long-Term Issuer Default
Rating (IDR) at 'BB'. The Outlook is Stable. Fitch has also
upgraded the senior unsecured (SU) rating of Tereos Finance Groupe
1 SA (FinCo) to 'BB' from 'BB-'. The Recovery Rating is 'RR4'.

The IDR affirmation reflects Fitch expectations for currently high
sugar, ethanol and starch prices to normalise from FY25 (year-end
March), which in turn should return Tereos's profitability - after
peaks in FY23-FY24 - and leverage metrics to levels that are
consistent with the rating. Fitch expect Tereos to be able to build
up significant headroom under the rating and preserve EBITDA at
above EUR700 million due to its improved operating efficiency and a
flexible cost structure.

The upgrade of senior unsecured rating reflects a reduction in the
share of prior-ranking debt at operating companies in FY21-FY23,
which Fitch expect to be sustained. This, together with a low share
of secured debt, results in average recovery prospects for the
senior unsecured instruments.

KEY RATING DRIVERS

Profit Peaks in FY23-FY24: Fitch expect Tereos to report another
year of record profits in FY24 with EBITDA above EUR1 billion
(FY23: 1.1 billion), due to continuing high sugar prices for the
rest of 2023. Global sugar prices remain buoyant due to reduced
production in a number of sourcing regions, as well risks to the
next season harvest from El Nino. In addition, sugar and ethanol
prices continue to benefit from high oil prices, due to ethanol use
as a competitively priced input to be blended with gasoline and
also in connection with sugar cane being used to produce both sugar
and ethanol. Ethanol prices in Brazil also benefit from favourable
legislation for customers using ethanol as vehicles fuel.

Profits to Normalise: Fitch do not see the current level of ethanol
and sugar prices as sustainable and expect FY25 EBITDA to decline
toward EUR800 million on Fitch assumption of sugar price decline.
The latter will be driven by a rebalancing of global supply and
demand towards surplus from the current tight deficit. On a
through-the-cycle basis Fitch estimate Tereos will able to generate
EBITDA of around EUR700 million, which should create sufficient
headroom under the rating to absorb potential external shocks and
price volatility inherent to the sugar industry.

Cost Structure Flexibility: Since 2020 Tereos has been supplying
beetroot from its members in France at prices based on a formula
linked to sugar prices in the region, which helps soften the EBITDA
impact from low market prices. It also allows flexibility to adjust
input beetroot prices, avoiding sharp swings in EBITDA as happened
in FY19. Resilience of profitability in Brazil is supported by
vertical integration (around 50% of sugar cane farmed in-house) and
Tereos's ability to switch between sugar and ethanol production
according to their varying profitability.

Average Bond Recovery Prospects: The upgrade of the senior
unsecured rating for FinCo's outstanding EUR1.1 billion bonds
reflects a reduction both in the share of prior-ranking debt
adjusted for readily marketable inventories (RMI) at Tereos
operating entities (FY23: 1.5x consolidated EBITDA; 46% of total
debt) and in the share of secured debt to below 10%. This indicates
limited impact on recovery prospects for the unsecured debt raised
by FinCo, due their structural subordination to prior-ranking debt
at Tereos operating entities.

Fitch expect some further reduction in the share of structurally
prior-ranking debt given the company's plans to further reduce debt
at operating subsidiaries in the medium term to streamline the debt
structure and lower the cost of debt.

Low FCF Generation: Fitch expect free cash flow (FCF) to remain
under pressure at around break-even in FY24 (FY23: negative EUR423
million) due to additional working-capital outflow linked to high
sugar prices, but also due to Tereos's increased capex planned for
the year. Although Fitch assume reduction in working-capital needs
from FY25 due to lower sugar prices, Fitch calculate FCF is likely
to remain only mildly positive due to increased capex for
sustainability and efficiency projects. Cash flow generation is
likely to be supported by potential divestments of inefficient and
non-core operations in Asia and Africa.

Strong Leverage Profile: Record EBITDA in FY23 and FY24F translate
into lower RMI-adjusted EBITDA net leverage at below Fitch's
positive rating sensitivity of 3x in both years, from 3.9x in FY22.
Assuming a conservative correction of EBITDA in the medium-to-long
term, due to climate, regulation or price challenges, Fitch
calculate that RMI-adjusted EBITDA net leverage should return to
3.2x, still leaving sufficient headroom within the 'BB' IDR.

Conservative Financial Policy: The company's commitment to
conservative financial policy supports the rating and the Outlook,
while Fitch estimates suggest a modest opportunity for debt
reduction in the next three years toward EUR2.7 billion in case of
rapid sugar price reduction from FY25. Management maintains its
target of net debt reduction toward EUR2 billion (excluding
factoring utilisation of EUR349 million, which Fitch add back to
Fitch debt calculation), which should translate into an RMI-
adjusted leverage of below 3.0x. This target set by management
since January 2021 has good support from farmer members of the
cooperative.

Strong Market Position: Tereos's business profile is commensurate
with the mid-to-high end of the 'BB' rating category through the
cycle. This reflects its large operational scope and strong
position in a commodity market with moderate long-term growth
prospects. Diversified production in the EU and Brazil, and a
presence in starches and sweeteners and expansion in protein
products, reduce reliance on sugar and ethanol operations.

Flexibility to alternate between sugar- and ethanol-processing,
depending on market prices, as well as a flexible pricing mechanism
for beetroot procurement agreed with its member farmers also
supports profit-margin resilience. This is balanced by the inherent
volatility of Tereos's business profile, which continues to
constrain the rating.

DERIVATION SUMMARY

Tereos' 'BB' IDR is respectively two and three notches below that
of larger and significantly more diversified commodity traders and
processors Viterra Limited (BBB/RWP) and Bunge Limited (BBB/RWP).
The two peers, however, have a lower EBITDA margin in the region of
3%, versus Tereos's 16% in FY23 (around 11%-12% through the
cycle).

Fitch rate Tereos at the same level as Andre Maggi Participacoes
S.A. (Amaggi; BB/Stable), an integrated agribusiness company based
in Brazil. Both companies have an asset-heavy business. Tereos has
now achieved higher EBITDA and enjoys better geographic
diversification in commodity sourcing while Amaggi is heavily
reliant on one region. Tereos's rating further benefits from a
record of its conservative financial policy.

Despite similar expectations for leverage and comparable product
concentration, Tereos is rated three notches above Aragvi Holding
International Limited (B/Stable), as it has greater business scale,
wider sourcing markets and less operating environment risk, as well
as a heavier asset base and a longer operational record. Raizen S.A
(BBB/Stable), the leading sugar and ethanol producer in Brazil,
benefits from implicit support from shareholders, a much bigger
scale and lower leverage, which explains the three-notch
differential.

KEY ASSUMPTIONS

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

-- US dollar to the euro at 1 and to the Brazilian real at 5.3
over FY25-FY27

-- Sales to grow 11% in FY24 on supportive prices and volumes,
before declining 2%, 9% and 5% in the following three years

-- International sugar price NY11 averaging at USD0.185/lb in
FY24, USD0.16/lb in FY25, and then normalising at USD0.14/lb to
FY27

-- Ethanol prices to remain fairly strong, supported by high
international oil prices, albeit correcting in FY24 from their 2023
peak and gradually declining

-- Fitch-adjusted EBITDA margin of 14% in FY24 and conservatively
around 11.5% to FY27 as a result of Tereos's sale prices moving in
tandem with input costs. EBITDA conservatively assumed at a
sustainable level of EUR700 million for FY25-FY27

-- Annual average capex of EUR490 million in FY24-FY27

-- Dividends per share paid to cooperative members of EUR7, EUR30,
EUR45 and EUR60 million for FY24, FY25, FY26 and FY27,
respectively

-- Asset divestments over FY24-FY25; no material M&As over the
next four years

-- Credit lines used to finance operations are renewed

RATING SENSITIVITIES

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

-- Higher diversification of operations by sourcing and processing
region or by commodity

-- Maintenance of EBITDA margin of at least 12% and EBITDA around
EUR900 million, reflecting increased scale and benefits of vertical
integration

-- Maintenance of positive FCF of at least EUR100 million-EUR150
million, also due to strict financial discipline

-- Consolidated (RMI-adjusted) EBITDA net leverage, consistently
below 3x and (RMI-adjusted) EBITDA / net interest cover of at least
4.5x

-- Liquidity ratio (cash and marketable securities + RMI + account
receivables/total short-term liability) improving towards 1.0x on a
sustained basis

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

-- Reduced financial flexibility as reflected in EBITDA interest
coverage (RMI-adjusted) falling permanently below 3.0x or an
inability to maintain adequate availability under committed
medium-term credit lines

-- EBITDA dropping below EUR600 million on a sustained basis

-- Consolidated (RMI-adjusted) EBITDA net leverage above 4.0x on a
sustained basis

-- Liquidity ratio below 0.7x on a sustained basis

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three 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 four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: Tereos's internal liquidity score remained
weak at 0.6x at FYE23 (defined as unrestricted cash plus RMI plus
accounts receivables divided by total current liabilities), but the
company has sufficient resources (cash and undrawn committed lines)
to repay debt due in FY24 and due to strong bank relations for
renewal of its credit lines.

The company has improved its maturity profile following a EUR350
million bond placement in January 2023 and early repayment of notes
maturing in June 2023. Liquidity is also supported by EUR401
million of undrawn committed revolving credit facilities at FYE23.
This should be sufficient to cover Fitch expectation of cash flow
absorption in FY24 from a continued increase of working capital and
higher capex.

ISSUER PROFILE

Tereos is the world's second-largest sugar producer and alcohol &
ethanol producer and the third largest starch producer in Europe.
The company is a cooperative with 12,000 cooperative farmer
shareholders who are based in France and provide it with sugar beet
raw materials.

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

Tereos has an ESG credit relevance score of '4' for Waste &
Hazardous Materials Management as the volumes of its sugar
production in France are affected by regulation that restrains the
use of nicotinoid-based insecticides in beetroot farming. 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.

VIVALTO SANTE: S&P Assigns 'B' Short-Term Issuer Credit Rating
--------------------------------------------------------------
S&P Global Ratings assigned its 'B' short-term issuer credit rating
to Vivalto Sante Investissement and its 'B' short-term issue rating
to the proposed EUR200 million commercial paper (CP) program. The
company intends to use the proceeds from the program for its
day-to-day financing needs. The CP program diversifies the
company's funding sources and complements Vivalto's fully undrawn
EUR200 million revolving credit facility expiring in 2028. The CP
issued under the program will be unsecured.

S&P believes Vivalto's liquidity will remain adequate following the
issuance of the CP program. This rating action does not affect its
current 'B' long-term issuer credit rating or stable outlook on
Vivalto.




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G E R M A N Y
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GFK SE: Fitch Downgrades Long Term IDR to 'B+', Outlook Stable
--------------------------------------------------------------
Fitch Ratings has downgraded GfK SE's Long-Term Issuer Default
Rating (IDR) to 'B+' from 'BB-' and removed it from Rating Watch
Negative (RWN). The Outlook is Stable. Fitch has also subsequently
withdrawn all ratings.

The rating actions follow the completion of the acquisition of GfK
by Intermediate Dutch Holding B.V. (NielsenIQ; B+/Stable) on July
11, 2023. Gfk'S IDR has been aligned with that of the consolidated
rating profile of the enlarged NielsenIQ, based on Fitch's Parent
and Subsidiary Linkage Criteria (PSL). NielsenIQ repaid all of
GfK's existing debt on July 10, 2023.

Fitch has withdrawn GfK's ratings as the company has undergone a
reorganisation, following its acquisition by NielsenIQ. The senior
secured instrument rating has been withdrawn as the debt has been
repaid. Accordingly, Fitch will no longer provide ratings or
analytical coverage for GfK.

KEY RATING DRIVERS

NielsenIQ, GfK Combination: NielsenIQ completed the acquisition of
GfK on 11 July 2023. The final transaction details and new
shareholding structure have not been made public. To satisfy the
European Union antitrust requirements, GfK's Consumer Panel,
constituting about 15% of GfK's 2022 revenue, will be sold to
YouGov. NielsenIQ has fully repaid GfKs debt just before the
transaction closing, which drives the withdrawal of the senior
secured instrument rating.

Ratings Aligned: Fitch view legal ring-fencing and access and
control as open, as per Fitch Parent and Subsidiary Linkage
Criteria, consequently Fitch align GfK's rating with the
consolidated rating profile of the combined entity. Fitch expect
the businesses to complement each other geographically and by
product, with increased addressable market driving potential growth
in scale. This might be constrained by significant integration and
execution risk.

RATING SENSITIVITIES

Not applicable as the ratings have been withdrawn.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three 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 four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

ISSUER PROFILE

Gfk is the AI-powered intelligence platform and consulting service
for the consumer products industry, globally. The company is
Germany's largest market research institute and has a global
presence in over 60 countries employing 8,000 people.

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.

TELE COLUMBUS AG: EUR525M Bank Debt Trades at 37% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Tele Columbus AG is
a borrower were trading in the secondary market around 63.4
cents-on-the-dollar during the week ended Friday, July 21, 2023,
according to Bloomberg's Evaluated Pricing service data.

The EUR525.2 million facility is a Term loan that is scheduled to
mature on October 15, 2024.  About EUR462.5 million of the loan is
withdrawn and outstanding.

Tele Columbus AG provides cable services. The Company offers cable
television programming, telephone, and internet connection services
to homeowners and the housing industry. Tele Columbus operates
throughout Germany.




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I R E L A N D
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BARRYROE OFFSHORE: Court to Hear Administration Bid on July 31
--------------------------------------------------------------
Cait Caden at Irish Examiner reports that beef baron Larry
Goodman's bid to put West Cork oil and gas exploration firm
Barryroe Offshore Energy into administration is set for a High
Court hearing on July 31, the company said in a statement.

Barryroe immediately adjourned its EGM on July 24 following a
petition that was submitted to the High Court last week by one of
the company's main shareholders, Mr. Goodman's Vevan, to appoint an
examiner to the oil firm, Irish Examiner relates.

According to Irish Examiner, in a statement, Barryroe said "a
further notice will be issued to shareholders following the
decision of the High Court as regards the petition."

Shareholders gathered at the meeting with an expectation that they
would vote on putting the company into liquidation, Irish Examiner
discloses.



NASSAU EURO III: Fitch Assigns 'B-(EXP)sf' Rating to Class F Notes
------------------------------------------------------------------
Fitch Ratings has assigned Nassau Euro CLO III DAC expected
ratings.

The assignment of final ratings is contingent on the receipt of
final documents conforming to information already reviewed.

ENTITY/DEBT       RATING
----------                 ------
Nassau Euro CLO III DAC

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   B-(EXP)sf  Expected Rating
Subordinated Notes LT   NR(EXP)sf  Expected Rating

TRANSACTION SUMMARY

Nassau Euro CLO III DAC is a securitisation of mainly senior
secured obligations with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
will be used to purchase a portfolio with a target par of EUR370
million. The portfolio is actively managed by Nassau Corporate
Credit (UK) LLP (Nassau). The collateralised loan obligation (CLO)
has a four-and-a-half-year reinvestment period and a seven-year
weighted average life test (WAL test).

KEY RATING DRIVERS

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

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

Diversified Portfolio (Positive): The transaction has one matrix at
closing corresponding to a fixed-rate limit of 10% and a top-10
obligor concentration limit at 25%. The transaction also includes
various concentration limits, including the maximum exposure to the
three largest Fitch-defined industries in the portfolio at 40%.
These covenants ensure that the asset portfolio will not be exposed
to excessive concentration.

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

Cash Flow Modelling (Positive): The WAL used for the transaction's
Fitch-stressed portfolio and matrices analysis is floored at six
years (ie. six months less than the closing WAL test). This is to
account for the strict reinvestment conditions envisaged by the
transaction after its reinvestment period. These include, among
others, passing both the coverage tests and the Fitch 'CCC' test
post reinvestment as well as a WAL covenant that progressively
steps down over time, both before and after the end of the
reinvestment period. Fitch believes these conditions would reduce
the effective risk horizon of the portfolio during the stress
period.

Class F Delayed Issue (Neutral): On the issue date, the issuer will
subscribe to the class F notes at par for a zero net cash price.
Following the issue date, the issuer may be required to sell the
class F notes at the discretion of the subordinated noteholders. In
Fitch's view, the issue of the class F notes would reduce available
excess spread to cure the reinvestment over-collateralisation (OC)
test by the class F interest amount. Consequently, Fitch has
modelled the deal assuming the tranche is issued on the issue date
to reflect the maximum stress the transaction could withstand if
that occurs.

RATING SENSITIVITIES

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

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

Downgrades, which are based on the identified portfolio, may occur
if the loss expectation is larger than initially assumed, due to
unexpectedly high levels of defaults and portfolio deterioration.
Due to the better metrics and shorter life of the identified
portfolio than the Fitch-stressed portfolio, the class B, D, E and
F notes display a rating cushion of two notches and the class E
notes a rating cushion of one notch.

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

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

A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of the Fitch-stressed
portfolio would lead to upgrades of up to three notches for the
rated notes, except for the 'AAAsf' rated notes.

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

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.

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

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.

Overall, and together with any assumptions, 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.

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.

REPRESENTATIONS, WARRANTIES AND ENFORCEMENT MECHANISMS

A description of the transaction's representations, warranties and
enforcement mechanisms (RW&Es) that are disclosed in the offering
document and which relate to the underlying asset pool was not
prepared for this transaction. Offering Documents for this market
sector typically do not include RW&Es that are available to
investors and that relate to the asset pool underlying the trust.
Therefore, Fitch credit reports for this market sector will not
typically include descriptions of RW&Es. For further information,
please see Fitch's Special Report titled 'Representations,
Warranties and Enforcement Mechanisms in Global Structured Finance
Transactions'.

ST. PAUL'S III-R: Fitch Alters Outlook on 'BBsf'  F-R Notes to Neg.
-------------------------------------------------------------------
Fitch Ratings has revised St. Paul's CLO III-R DAC's class F-R
notes Outlook to Negative from Stable.

ENTITY/DEBT     RATING    PRIOR  
-----------                     ------                  -----
St. Paul's CLO III-R DAC

A-R XS1758464090  LT  AAAsf     Affirmed AAAsf
B-1-R XS1758464330         LT  AAAsf     Affirmed AAAsf
B-2-R XS1758464686         LT  AAAsf     Affirmed AAAsf
C-R XS1758464926  LT  A+sf      Affirmed A+sf
D-R XS1758465220  LT  Asf       Affirmed Asf
E-R XS1758465659  LT  BB+sf     Affirmed BB+sf
F-R XS1758465816  LT  BBsf      Affirmed BBsf

TRANSACTION SUMMARY

St. Paul's CLO III-R DAC is a cash flow collateralised loan
obligation (CLO). The underlying portfolio of assets mainly
consists of leveraged loans and is managed by Intermediate Capital
Managers Limited. The deal exited its reinvestment period on
January 2022.

KEY RATING DRIVERS

Par Erosion; High Refinancing Risk: Since Fitch's last rating
action in August 2022, the trustee has reported EUR18.1 million new
defaults. As a result, the portfolio has experienced further value
erosion, to 3.9% below par as of June 2023, from 2% below par in
August 2022, as calculated by Fitch. The Negative Outlook on the
class F-R notes reflects the limited default rate cushion against
credit-quality deterioration. In addition, the notes are vulnerable
to near-and medium-term refinancing risk, with approximately 6.9%
of the portfolio maturing within the next 18 months, and 15.6% in
2025, which in Fitch's opinion could lead to further deterioration
of the portfolio with an increase in defaults.

Sufficient Cushion for Senior Notes: Although the par erosion has
shrunk the default rate cushion of all notes, the senior classes
have retained sufficient buffer to support their current ratings
and should be capable of withstanding further defaults in the
portfolio. This supports the Stable Outlook of the class A-R to E-R
notes.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors at 'B'/'B-'. The Fitch-calculated weighted average
rating factor (WARF) of the current portfolio is 25.4. For the
portfolio for entities with Negative Outlook, which Fitch stressed
by notching their ratings down one level, the WARF is 26.4.

High Recovery Expectations: Senior secured obligations comprise
96.6% of the portfolio. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch-calculated weighted average recovery
rate (WARR) of the current portfolio as reported by the trustee is
66.1% but is based on an outdated Fitch criteria. Under the current
criteria, the Fitch WARR calculated by Fitch is 62.5%.

Diversified Portfolio: The top-10 obligor concentration as
calculated by the trustee is 16.6%, which is below the limit of
21%, and no obligor represents more than 2.2% of the portfolio
balance.

RATING SENSITIVITIES


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

An increase of the default rate (RDR) at all rating levels by 25%
of the mean RDR and a decrease of the recovery rate (RRR) by 25% at
all rating levels will result in downgrades of no more than two
notches for the class B-R and D-R notes, up to three notches for
the class E-R, to below 'B-sf' for the class F-R notes and will
have no impact on the class A-R and C-R notes. Downgrades may occur
if build-up of the notes' credit enhancement following amortisation
does not compensate for a larger loss expectation than initially
assumed due to unexpectedly high levels of defaults and portfolio
deterioration.

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

A reduction of the RDR at all rating levels by 25% of the mean RDR
and an increase in the RRR by 25% at all rating levels would result
in upgrades of up to three notches for all notes, except for the
'AAAsf' notes and the class C-R notes. Further upgrades except for
the 'AAAsf' notes may occur if the portfolio's quality remains
stable and notes start to amortise, leading to higher credit
enhancement across the structure.

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.

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 pool
and the transaction. 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.

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.

Overall, and together with any assumptions, 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.

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.



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

DEDALUS HEALTHCARE: S&P Alters Outlook to Neg., Affirms 'B-' ICR
----------------------------------------------------------------
S&P Global Ratings revised the outlook to negative from stable and
affirmed Dedalus Healthcare Systems Group SpA's (Dedalus) long-term
issuer credit rating and issue rating at 'B-'.

S&P said, "The negative outlook reflects our view that Dedalus'
FOCF after leases could remain negative for a prolonged time and
that the company's leverage could remain elevated at about 12x
(including the PIK facility or about 10x excluding the PIK
facility) by 2024. Absent material top-line growth and significant
EBITDA margin expansion on a sustainable basis, we will likely
consider Dedalus' capital structure as unsustainable over the
longer term.

"The outlook revision reflects the risk that Dedalus' free cash
flow could remain negative for a prolonged period. We expect the
company's FOCF will remain weak for longer than we previously
expected and see a risk that Dedalus might not be able to generate
at least breakeven FOCF by 2024. While we expect EBITDA margins
will improve over the next 12-24 months, the increase in the
company's cash flows from operations will be fully absorbed by
increased interest payments of EUR90 million-EUR95 million in
2023-2024, up from EUR55 million in 2022, and sizeable capital
expenditure (capex) of about EUR75 million, mostly containing
capitalized investments in Dedalus' research and development (R&D)
projects. Therefore, we anticipate Dedalus will not transition to
positive free cash flow generation in 2023 and 2024. We expect FOCF
after lease payments will remain a small outflow of EUR5
million-EUR15 million. This is significantly lower than the large
outflow of EUR120 million in 2022. We think, however, that a
significant cash burn is unlikely to recur in 2023. In 2022, the
cash burn was largely driven by a large non-recurring working
capital outflow that resulted from a pause in receivable collection
on the back of the rollout of its new enterprise resource planning
(ERP) system OneERP in Germany, Austria, Switzerland, and France,
and increased exceptional and restructuring costs."

The leverage will remain high, despite strong deleveraging
prospects. S&P Global Ratings-adjusted debt to EBITDA spiked at 26x
in 2022 (including the PIK facility or 22x excluding the PIK
facility), driven by a drop in EBITDA. This was due to a higher
cost base, which resulted from a decline in the company's operating
efficiency, very high restructuring costs, costs related to the
acquisition and integration of previously acquired assets, the
rollout of its internal ERP, and an increase in R&D investments.
S&P said, "We expect Dedalus' leverage will remain high in 2023 and
2024, despite anticipated leverage reduction that mainly stems from
EBITDA growth. The elevated leverage in our updated base case
reflects Dedalus' increase in debt, following about EUR115 million
of drawings under the company's revolving credit facility (RCF) and
a slower improvement in Dedalus' earnings than we previously
anticipated. We forecast an S&P Global Ratings-adjusted leverage of
16.5x in 2023 and of 12x in 2024 (all including the PIK facility).
We also expect leverage of about 14x in 2023, down from 22x in
2022, and of about 10x in 2024 (all excluding the PIK facility).
This is significantly higher than our previous base case from
October 2022 when we expected a leverage of 10x-11x in 2023
(including the PIK facility) and a decline thereafter."

S&P said, "We expect that Dedalus will collect about EUR60 million
of cash by the end of 2023, following the restarted invoicing, and
that working capital requirements will normalize from 2024 onward.
Dedalus started billing again, now that it has completed the
rollout of its internal ERP in almost all geographies, except for
Italy and India. The company has already collected a part of the
delayed invoices. We expect Dedalus will be able to collect about
EUR60 million of the delayed invoices by the end of 2023, which,
combined with the annual working capital needs, will result in a
positive working capital inflow of about EUR35 million for 2023. We
assume that from 2024 onward, working capital requirements will
normalize, with an annual outflow of about EUR15 million. We also
think that the ERP migration of Dedalus' Italian operations will
have no negative impact on the company's working capital. We
understand that Dedalus aims to launch OneERP in Italy some time
after 2023. We assume that the preparation process will go without
any further operational setbacks, considering that Dedalus has
already implemented OneERP in other countries.

Dedalus' liquidity will remain adequate over the next 12 months,
even with the limited availability under its RCF. S&P said, "We
forecast that about 70% of the company's EUR160 million committed
RCF will remain drawn by the end of 2023. This high RCF drawing was
predominantly caused by the increased working capital needs in
2022. For the next 12 months, we expect gradually growing earnings
and cash flows, reflecting abating restructuring and exceptional
cost of about EUR40 million for 2023 (versus EUR64 million in
2022), and of about EUR15 million in 2024." This, in combination
with anticipated working capital inflows, disposal proceeds from
the sale of an Australian asset, and limited debt maturities over
the next 12 months, should provide some liquidity headroom.

S&P said, "We expect Dedalus will benefit from good growth
prospects thanks to increasing healthcare digitalization spending.
We think the company will continue to benefit from increased
spending on healthcare digitalization, which will be less affected
than other sectors by the slowing economic growth in Europe in
2023. Following delays in the digital health tenders of Dedalus'
public clients in Italy, procurement has restarted in December
2022, and Italian operations posted a significant growth between
January and May 2023, versus the same period in 2022. Moreover, the
DACH division experienced a healthy expansion in the same period,
reflecting a material uptick of the order intake and backlog.
Despite lower growth in France and a contraction of revenues in the
international markets outside Europe, the company's revenue
increased in the first five months of 2023, compared with the same
period in 2022, and the total order intake exceeded this growth in
the same period. We expect the company's revenue will increase by
7%-8% in 2023, reflecting pent-up demand in Italy and strong
trading in the DACH region. Top-line growth could reach 6%-7% in
2024. We see some additional potential upside to sales in the DACH
region on the back of one of the largest software competitors
declaring end of life for its hospital management software. The
need to replace it with an alternative software could be an
opportunity for Dedalus.

"The resilient business model stems from mission-critical
healthcare software and IT services. We believe Dedalus' business
resiliency stems from the importance of its healthcare software and
services, which are deeply embedded in the daily operations of
hospitals, clinics, and general practitioners. Additionally, the
company enjoys favorable contract terms of three to five years and
has a very low churn rate of less than 2%. There are also high
switching costs, due to the complexity of the products and the
initial license fee. Moreover, we consider products that are sold
to public hospitals as relatively recession-proof, because demand
for healthcare remains stable, and public hospitals will have a
budget to spend through economic cycles.

"The negative outlook reflects our view that FOCF could remain
negative for a prolonged time, driven by an increase in interest
payments and continuing high R&D costs. Absent material top-line
growth and substantial EBITDA margin expansion, we could consider
Dedalus' capital structure as unsustainable over the longer term."

S&P could lower its rating if:

-- The company does not restore its profitability due to an
inability to streamline its cost base, higher restructuring and
exceptional costs, or lower top-line growth than S&P expects. S&P
expects that will translate into persistently weak EBITDA, with
EBITDA cash interest coverage remaining close to 1.0x, sustainably
negative FOCF, and no material deleveraging; or

-- If the company's liquidity comes under pressure, reflecting
weak earnings, unexpected working capital outflows, and further
drawings under the company's RCF.

S&P could revise the outlook to stable if Dedalus were able to
improve its earnings and cash flow generation on the back of
consistent revenue growth, with substantial EBITDA margin
improvement. This will translate into at least breakeven FOCF after
leases by 2024 and growing FOCFs thereafter on a sustainable basis,
EBITDA cash interest coverage growing to 1.5x or above, and
deleveraging. The stable outlook will also depend on Dedalus'
liquidity remaining adequate.

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




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

ENDO LUXEMBOURG: Saratoga Marks $2.3M Loan at 24% Off
-----------------------------------------------------
Saratoga Investment Corporation has marked its $2,333,285 loan
extended to Endo Luxembourg Finance Company I S.a.r.l. to market at
$1,764,612 or 76% of the outstanding amount, as of May 31, 2023,
according to a disclosure contained in Saratoga's Form 10-Q for the
Quarterly Period ended May 31, 2023, filed with the Securities and
Exchange Commission.

Saratoga is a participant in a Term Loan (Prime+ 6%, 0.75% Floor)
to Endo Luxembourg Finance Company I S.a.r.l. The loan accrues
interest at 14.25% per annum. The loan matures on May 27, 2028.

Saratoga Investment Corp is a non-diversified closed end management
investment company incorporated in Maryland that has elected to be
treated and is regulated as a business development company under
the Investment Company Act of 1940, as amended. The Company
commenced operations on March 23, 2007 as GSC Investment Corp. and
completed the initial public offering on March 28, 2007. The
Company has elected, and intends to qualify annually, to be treated
for U.S. federal income tax purposes as a regulated investment
company under Subchapter M of the Internal Revenue Code of 1986, as
amended.

Endo Luxembourg Finance Company I S.a r.l is in the pharmaceutical
industry. The Company's country of domicile is Luxembourg.  


INEOS GROUP: Fitch Affirms 'BB+' LT IDR, Alters Outlook Neg.
------------------------------------------------------------
Fitch Ratings has revised INEOS Group Holdings S.A.'s (IGH) Outlook
to Negative from Stable and affirmed the Long-Term Issuer Default
Rating (IDR) at 'BB+'.

The Negative Outlook reflects Fitch expectation that EBITDA net
leverage will remain above Fitch negative sensitivity of 3x until
2026 due to multiple acquisitions in Asia and with the construction
of Project ONE (P1) during a period of weak petrochemical markets.
Although Fitch expect IGH to reduce costs, non-strategic capex and
keep dividends at a low level to comply with its target to maintain
net debt/EBITDA (excluding P1 debt) below 3x, the Outlook also
reflects risks of opportunistic acquisitions or
weaker-than-expected market conditions.

IGH's rating continues to reflect its position as one of the
world's largest petrochemical producers, with leading market
positions in Europe and the U.S. and its growing presence in Asia.
It manufactures a wide range of olefin derivatives serving diverse
end-markets and operates large-scale integrated production
facilities with partial feedstock flexibility.

KEY RATING DRIVERS

Weak Demand Contracts Earnings: Since 1Q22, IGH's last 12-month
EBITDA has fallen consistently as petrochemical markets have fallen
from top-of-the-cycle to below mid-cycle conditions. This has been
driven by a slowdown in the global economy and destocking across
the chemical supply chain. Fitch expect Fitch-adjusted EBITDA to
trough in 2023 at EUR1.7 billion, before increasing gradually to
EUR2.5 billion by 2026. EBITDA contribution from P1 will become
material from 2027 as the asset ramps up.

Capex and M&A Increase Leverage: Fitch expect EBITDA net leverage
to reach 4.2x in 2023 and 4.3x in 2024 due to high growth capex
associated with P1 and large acquisitions in Asia, combined with
weaker earnings. Fitch forecast EBITDA net leverage to fall from
2025 onwards as EBITDA recovers, free cash flow (FCF) turns
positive and gross debt is reduced. However, EBITDA net leverage
will remain above Fitch negative sensitivity of 3x until 2026.

Fitch expect IGH to demonstrate a prudent financial policy with
annual dividend payments not exceeding EUR200 million over the
forecast period while acknowledging the absence of strong public
commitment from the group.

Manageable Leverage Excluding P1: P1 debt is technically without
recourse to IGH, but Fitch expect the group to support the project
if needed given its strategic nature. Excluding P1 debt, IGH's
EBITDA net leverage would decrease to 3x by end- 2024 and FCF would
be positive throughout Fitch forecast.

P1 Supports Costs Position: IGH is constructing a new world-scale
1.45 million tonne (Mt) per year ethane cracker in Antwerp,
Belgium. Once operational in late 2026, the cracker will produce
all of IGH's ethylene requirements in Europe, internalising the
cost and contributing up to EUR600 million of additional EBITDA.
Ethane feedstock will be supplied from the US, similarly to IGH's
ethane cracker at Rafnes. P1 capex is estimated at EUR4 billion and
will mostly be funded from a EUR3.5 billion project finance
facility, whose amortisation will start once the project is
completed, over a 10-year period.

P1 is expected to be the lowest cost cracker in Europe and to have
less than half the emissions of the next best European cracker,
supporting IGH's cost position and sustainability goals as well as
positioning IGH well for possible future regulation within Europe.

Asian M&A Increases Diversification: IGH's recent acquisitions in
China and Singapore add Asian assets to its portfolio. Its latest
acquisition of Mitsui Phenols Singapore Ltd for USD273 million will
add about EUR50 million of EBITDA annually. In China, IGH's
purchase of a 50% interest in Shanghai SECCO Petrochemical Company
Limited (SECCO) from China Petroleum & Chemical Corporation
(Sinopec, A+/Stable) for RMB10.5 billion (EUR1.5 billion) adds
4.2Mt of annual petrochemical capacity. It will also buy 50% of the
Tianjin Nangang Ethylene Project (Tianjin) from Sinopec for USD700
million, adding 4.9Mt of petrochemical capacity in late 2024 on
project completion.

Dividends from China JVs: Both SECCO and Tianjin will be operated
as joint ventures (JVs) with Sinopec. Fitch therefore assume no
EBITDA contribution in Fitch forecast, but incorporate expected
dividends received from the JVs into Fitch leverage metrics.

Notching for Instrument Ratings: About 79% of IGH's debt at
end-1Q23 consisted of senior secured notes and term loans, which
rank equally among themselves. The remaining debt mainly consists
of debt facilities used to fund the acquisition of assets and
capex. The senior secured debt contains no financial maintenance
covenants and is rated one notch above the IDR to reflect its
security package.

Rated on Standalone Basis: IGH is the largest subsidiary of INEOS
Limited, accounting for almost half its EBITDA, but Fitch rate it
on a standalone basis as it operates as a restricted group with no
guarantees or cross-default provisions with INEOS Limited or other
entities within the wider group.

Corporate Governance: IGH's corporate-governance limitations are a
lack of independent directors, a three-person private shareholding
structure and key-person risk at INEOS Limited, as well as limited
transparency on IGH's strategy around related-party transactions
and dividends. These factors are incorporated into IGH's ratings
and are mitigated by strong systemic governance in the countries in
which INEOS Limited operates, its record of adherence to internal
financial policies, historically manageable ordinary dividend
distributions, related-party transactions at arm's length, and
solid financial reporting.

DERIVATION SUMMARY

The business profile of IGH reflects its large scale, multiple
manufacturing facilities across North America, Europe and Asia, and
exposure to volatile and commoditised olefins and its derivatives.
This is consistent with that of sector peers, such as Westlake
Corporation (BBB/Positive), BASF SE (A/Stable) and sister company
INEOS Quattro Holdings Limited (Quattro; BB/Stable).

IGH has stronger market-leading positions, larger scale and greater
diversification and production flexibility than Westlake, which is
a regional petrochemical company. However, IGH has an overall
weaker feedstock position due to its lower-margin olefins and
polymers (O&P) Europe and Chemical Intermediates businesses, which
translates into EBITDA margins in the low-to-mid teens compared
with 25%-35% at its lower-cost peers. However, once operational, P1
will internalise costs in Europe and improve margins. Its size,
diversification and product nature are similar to INEOS Quattro's,
while its leadership position is stronger.

Compared with peers', the structure of IGH is complex as it is part
of the wider INEOS Limited embracing other chemical businesses,
mostly in Europe, with a three-person private shareholding. INEOS
Limited has a record of opportunistic M&A activities, which
translates into a higher risk of IGH paying dividends to cover
INEOS Limited's investment needs, and related-party transactions
across the group, as well as channeling unexpected one-off
dividends from its key businesses, as in February 2019, albeit
shortly after strong deleveraging.

KEY ASSUMPTIONS

-- Revenues to fall 21% in 2023 and 4% in 2024 before growing in
low single digits from 2025 onwards

-- EBITDA margin to fall to 10% in 2023 before normalising at
12%-14% from 2024 onwards

-- Capex of EUR1.6 billion in 2023, EUR1.8 billion in 2024, EUR1.5
billion in 2025 and EUR1.4 billion in 2026

-- Dividends of EUR100 million in 2023, EUR150 million in 2024 and
EUR200 million from 2025 onwards

-- Acquisition of Mitsui Phenols in 2023 and Tianjin JV in 2024

-- Dividends received from SECCO JV and Tianjin JV from 2025 and
2026 onwards, respectively

RATING SENSITIVITIES

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

-- The Outlook is Negative, therefore making a positive rating
action unlikely in the short term, but forecast EBITDA net leverage
recovering sooner to 3x versus Fitch's rating case would support a
revision of the Outlook to Stable

-- Corporate-governance improvements, in particular, better
transparency on decisions regarding dividends and related-party
loans, and independent directors on the board

Factors That Could, Individually or Collectively, Lead to a
Downgrade:

-- Further weakening of leverage metrics versus Fitch's rating
case linked to acquisitions or higher dividends leading to forecast
EBITDA net leverage remaining above 3x beyond 2025

-- Significant deterioration in business profile such as cost
advantage, scale, diversification or product leadership or
prolonged market pressure translating into EBITDA margins below
10%

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three 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 four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

LIQUIDITY AND DEBT STRUCTURE

Robust Liquidity: At March 31, 2023, IGH had unrestricted cash of
EUR2.5 billion, which easily covers EUR0.3 billion of debt due
within the next 12 months. In addition, it had EUR781 million
undrawn under its EUR800 million receivables securitisation
facility, which matures in December 2024. An inventory financing
facility also supports liquidity. Capex for P1 will mostly be
funded by a EUR3.5 billion project finance facility.

Higher Interest Costs: About 74% of IGH's debt had floating
interest rates as of March 31, 2023. Fitch expect interest expense
to rise to EUR570 million in 2023 from EUR154 million in 2022.
Interest-rate hedges until 2025-2026 on USD1.7 billion of debt
partially offset some of the increased interest cost due to rising
base rates.

ISSUER PROFILE

IGH is an intermediate holding company within INEOS Limited, one of
the largest chemical companies in the world, operating in the
commoditised petrochemical segment of olefins and polymers.

SUMMARY OF FINANCIAL ADJUSTMENTS

For 2022:

-- Fitch reclassified EUR1,089 million of lease liabilities to
other financial liabilities and excluded them from financial debt

-- Fitch reclassified EUR52 million of lease interest expense and
EUR175 million of right-of-use asset amortisation as cash operating
costs, reducing EBITDA by EUR227 million

-- Debt increased by amortised issuance costs of EUR124 million

-- Fitch excluded EUR4.2 million of exceptional expenses from
EBITDA

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

IGH has an ESG Relevance Score of '4' for Group Structure due to
the complex group structure of the wider INEOS Limited group and of
IGH, which has a negative impact on the credit profile, and is
relevant to the ratings in conjunction with other factors.

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



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

LEALAND FINANCE: $500M Bank Debt Trades at 40% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Lealand Finance Co
BV is a borrower were trading in the secondary market around 60.1
cents-on-the-dollar during the week ended Friday, July 21, 2023,
according to Bloomberg's Evaluated Pricing service data.

The $500 million facility is a Term loan that is scheduled to
mature on June 30, 2025.  The amount is fully drawn and
outstanding.

Lealand Finance is an affiliate of CB&I Holdings B.V. and Chicago
Bridge & Iron Company B.V. The Company's country of domicile is the
Netherlands.


LEALAND FINANCE: Saratoga Marks $347,730 Loan at 33% Off
--------------------------------------------------------
Saratoga Investment Corporation has marked its $347,730 loan
extended to Lealand Finance Company B.V. to market at $232,284 or
67% of the outstanding amount, as of May 31, 2023, according to a
disclosure contained in Saratoga's Form 10-Q for the Quarterly
Period ended May 31, 2023, filed with the Securities and Exchange
Commission.

Saratoga is a participant in a Exit Term Loan B, (1M USD LIBOR+ 1%)
to Lealand Finance Company B.V. The loan accrues interest at 6.15%
per annum. The loan matures on June 30, 2025.

Saratoga Investment Corp is a non-diversified closed end management
investment company incorporated in Maryland that has elected to be
treated and is regulated as a business development company under
the Investment Company Act of 1940, as amended. The Company
commenced operations on March 23, 2007 as GSC Investment Corp. and
completed the initial public offering on March 28, 2007. The
Company has elected, and intends to qualify annually, to be treated
for U.S. federal income tax purposes as a regulated investment
company under Subchapter M of the Internal Revenue Code of 1986, as
amended.

Lealand Finance is an affiliate of CB&I Holdings B.V. and Chicago
Bridge & Iron Company B.V. The Company’s country of domicile is
the Netherlands.




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

KAPITALBANK: S&P Upgrades Long-Term ICR to 'B', Outlook Stable
--------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
Kapitalbank to 'B' from 'B-'. The outlook is stable. S&P also
affirmed its 'B' short-term issuer credit rating on Kapitalbank.

Kapitalbank has materially strengthened its market position in the
retail segment over the past few years. The bank has been expanding
its retail franchise and is now the largest retail lender in the
market. While being the seventh largest bank in Uzbekistan by total
assets as of July 1, 2023, it has a 14% market share in retail
lending and close to 16% share in retail deposits. The bank's loan
book has expanded by an average of about 75% over the past few
years, benefiting from strong brand recognition and perception of
good quality services, and an advanced digital product offering
backed by significant investment in growth and digital innovation.
Kapitalbank also sought to attract non-resident depositors in
2022-2023, which was an important contributor to growth, allowing
the bank to expand its deposit base to match the lending book
growth.

Kapitalbank's professional management, ongoing investment in
digital innovation, and supportive shareholders put it in a good
position to remain a leader in the retail segment. S&P expects the
bank to continue expanding its loan book by 50%-60% per year over
the next two-three years, and it will aim to use the positive
momentum to increase its market share even further before
competition tightens. Its focus on the tech savvy portion of the
population and the small and midsize enterprise segment should help
to generate new business and keep costs under control. S&P
considers that the bank will continue investing in digital
innovation and transformation to back up its growth plans while
maintaining its cost-to-income ratio at 40%-42% and its return on
equity at around 40% or more, which compares well with peers.

The next few years will test the bank's ability to manage ambitious
growth while keeping asset quality under control. S&P understands
that Kapitalbank has maintained good asset quality, with
nonperforming loans (as defined under International Financial
Reporting Standards) at 2.6% as of end-2022 (versus the estimated
sector average of 7.4%). However, to some extent this also reflects
the quickly expanding loan book, (in 2022, the loan portfolio
doubled and in the four years since end-2018, gross loans increased
by 6.8x). Having previously observed similarly aggressive growth
from various banks, S&P believes the next several years will test
management's ability, and the quality of the bank's systems, to
control the quality of rapidly increasing new business.

S&P said, "We also expect that over medium term, competition in the
retail segment will significantly intensify, with many domestic
players looking to improve their margins by engaging in retail
banking. The Uzbek market could also attract interest from regional
players looking to diversify their revenue sources and geographical
exposure. We also consider that OTP Bank's recent acquisition of
75% of the government stake in retail-focused Ipoteka bank could
change the competitive landscape, as we expect OTP will bring its
strong retail business expertise to the market. To some extent,
intensifying competition will naturally limit growth opportunities
in this segment.

"We consider the geopolitical risks for banks operating in
Uzbekistan have been increasing. In our view, risks related to
sanctions introduced against Russia, Uzbekistan's largest trading
partner, are intensifying and will remain elevated in the near term
for banks operating in Uzbekistan and the wider region. Therefore,
Kapitalbank's ability to manage respective risks on its retail and
corporate operations is becoming even more crucial for maintaining
its creditworthiness."

The stable outlook reflects S&P Global Ratings' view that
Kapitalbank will maintain its creditworthiness over the next 12
months. This assumes the bank will continue to demonstrate
sustainable bottom-line results and strong new business growth in
line with its strategy, while preserving its capital buffer and
asset quality.

Downside scenario

S&P said, "We could take a negative rating action within the next
12 months if Kapitalbank's risk profile weakened and we considered
that its ability to manage fast asset growth had diminished. We
would also consider this action if the bank's capital became
volatile, with regulatory capital ratios falling to minimum values.
This could occur following substantial asset quality deterioration,
leading to elevated credit losses, or if capital increase did not
support greater-than-expected lending growth. We could also
downgrade the bank if we saw pronounced funding and liquidity
pressures."

Upside scenario

S&P said, "We are unlikely to take a positive rating action over
the next 12 months. We could consider an upgrade if we viewed
Kapitalbank's growth as sustainable while its financial metrics
outperformed those of its peers and asset quality metrics compared
well with peers. We could also take a positive action if the bank
demonstrated materially strengthened capitalization reflected in
its forecast risk-adjusted capital ratio sustainably above 7%, all
else remaining equal. However, we consider this scenario less
likely at this stage."

Environmental, Social, And Governance

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

S&P said, "In our view, environmental and social factors have a
neutral impact on our ratings on Kapitalbank, while governance
factors are a negative consideration, similar to its local peers.
We generally consider governance and transparency in Uzbekistan's
banking industry to be weak in an international comparison. That
said, Kapitalbank has demonstrated a satisfactory governance track
record, reflected in consistently executing its business strategy
and improving bottom-line results in recent years. Kapitalbank's
significant retail deposit portfolio supports its credit standing,
while its large ATM and branch network contributes to earnings. The
bank is adapting its strategy to new global trends and planning to
invest more in digital channels. Kapitalbank's exposure to
environmental risks is limited."




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

SANTANDER CONSUMO 5: Fitch Assigns Final BBsf Rating to Cl. D Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Santander Consumo 5, F.T. final
ratings.

ENTITY/DEBT     RATING            PRIOR
----------                      ------            -----
Santander Consumo 5

Class A ES0305715007 LT  AA+sf     New Rating  AA+(EXP)sf
Class B ES0305715015 LT  A+sf      New Rating  A+(EXP)sf
Class C ES0305715023 LT  BBB+sf    New Rating  BBB+(EXP)sf
Class D ES0305715031 LT  BBsf      New Rating  BB(EXP)sf
Class E ES0305715049 LT  NRsf      New Rating  NR(EXP)sf
Class F ES0305715056 LT  NRsf      New Rating  NR(EXP)sf

TRANSACTION SUMMARY

The transaction is a securitisation of a revolving portfolio of
fully amortising general-purpose consumer loans originated by Banco
Santander, S.A. (Santander, A-/Stable/F2) to Spanish residents.
Around 80% of the portfolio balance is linked to pre-approved loans
underwritten to existing Santander customers.

KEY RATING DRIVERS

Asset Assumptions Reflect Pool Profile: Fitch calibrated a base
case lifetime default and recovery rate of 3.75% and 20.0%,
respectively, for the portfolio. This reflects the historical data
provided by Santander, Spain's economic outlook and the
originator's underwriting and servicing strategies. For a 'AA+'
scenario commensurate with the class A notes' rating, the lifetime
default and recovery rates are 16.25% and 11.33%, respectively.

Short Revolving Period: The transaction features a five-month
revolving period, during which new receivables can be purchased by
the special purpose vehicle. Fitch deems any credit risk linked to
the revolving period as sufficiently captured by the default
multiples. Fitch has not assumed a stressed portfolio in relation
to the limits permitted by the transaction covenants, given the
short duration of the revolving period, which implies only a small
share of the pool balance (estimated at 8%) is expected to be
replenished.

Pro Rata Amortisation: After the revolving period ends, the class A
to E notes will be repaid pro rata unless a sequential amortisation
event occurs, primarily linked to cumulative defaults exceeding
certain thresholds or a principal deficiency greater than EUR12.0
million. Fitch views these triggers as sufficiently robust to
prevent pro rata payment from continuing on early signs of
performance deterioration. The tail risk posed by pro rata pay-down
is mitigated by the mandatory switch to sequential amortisation
when the outstanding collateral balance (inclusive of defaults)
falls below 10% of the initial balance.

Counterparty Arrangements Cap Ratings: The maximum achievable
rating for the transaction is 'AA+sf', in line with Fitch's
counterparty criteria. This is due to the minimum eligibility
rating thresholds defined for the transaction account bank and the
hedge provider of 'A-' or 'F1', which are insufficient to support
'AAAsf' ratings.

Interest Rate Hedge: An interest rate balance guaranteed swap will
hedge the risk arising from 100% of the portfolio paying a fixed
interest rate for life and the floating-rate notes. The swap
notional is the outstanding balance of the non-defaulted
receivables (i.e. performing loans and in arrears up to 90 days).

RATING SENSITIVITIES

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

Long-term asset performance deterioration, such as increased
delinquencies or reduced portfolio yield, which could be driven by
changes in portfolio characteristics, macroeconomic conditions,
business practices or the legislative landscape.

For the class D notes in particular, the combination of back-loaded
timing of defaults and a late activation of junior interest
deferrals would erode cash flow and could lead to a downgrade.

Sensitivity to Increased Defaults:

Original ratings (class A/B/C/D): 'AA+sf' / 'A+sf' / 'BBB+sf' /
'BBsf'

Increase defaults by 10%: 'AA+sf' / 'A+sf' / 'BBB+sf' / 'B-sf'

Increase defaults by 25%: 'AAsf' / 'Asf' / 'BBBsf' / 'BBsf'

Increase defaults by 50%: 'A+sf' / 'A-sf' / 'BBB-sf' / 'Bsf'

Sensitivity to Reduced Recoveries:

Original ratings (class A/B/C/D): 'AA+sf' / 'A+sf' / 'BBB+sf' /
'BBsf'
Reduce recoveries by 10%: 'AA+sf' / 'A+sf' / 'BBB+sf' / 'Bsf'
Reduce recoveries by 25%: 'AA+sf' / 'A+sf' / 'BBB+sf' / 'B+sf'

Reduce recoveries by 50%: 'AA+sf' / 'A+sf' / 'BBBsf' / 'CCCsf'

Sensitivity to Increased Defaults and Reduced Recoveries:

Original ratings (class A/B/C/D): 'AA+sf' / 'A+sf' / 'BBB+sf' /
'BBsf'

Increase defaults by 10%, reduce recoveries by 10%: 'AA+sf' /
'A+sf' / 'BBBsf' / 'B+sf'

Increase defaults by 25%, reduce recoveries by 25%: 'AA-sf' / 'Asf'
/ 'BBB-sf' / 'B+sf'

Increase defaults by 50%, reduce recoveries by 50%: 'Asf' /
'BBB+sf' / 'BBsf' / 'NRsf'

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

For the senior notes rated 'AA+sf', modified transaction account
bank and derivative provider minimum eligibility rating thresholds
compatible with 'AAAsf' ratings under Fitch's Structured Finance
and Covered Bonds Counterparty Rating Criteria.

Increasing credit enhancement ratios as the transaction deleverages
to fully compensate the credit losses and cash flow stresses
commensurate with higher rating scenarios may lead to upgrades.

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 'BBsf' class D notes rating is three notches higher than the
model-implied rating (MIR), as obtained from Fitch's Multi-Asset
Cash Flow Model. This is a variation from the agency's Consumer ABS
Rating Criteria, which allow for a one-notch deviation from the
MIR, substantiated by the very specific set of modelling
assumptions that produced a 'B' MIR in one of the 18 different
scenarios configured.

This particular scenario is not Fitch´s immediate expectation,
particularly with respect to the decreasing interest rates, and
Fitch deem the class D notes to be sufficiently protected by CE to
be able to absorb the credit and cash flow stresses commensurate
with the assigned rating. The three-notch deviation from MIR for
the class D notes is also limited to only one rating scenario at
rating scenario 'B+sf' while the highest achievable rating outside
of this deviation is 'BB+sf'.

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

Santander Consumo 5

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.

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.

REPRESENTATIONS, WARRANTIES AND ENFORCEMENT MECHANISMS

A description of the transaction's representations, warranties and
enforcement mechanisms (RW&Es) that are disclosed in the offering
document and which relate to the underlying asset pool is available
by clicking the link to the Appendix. The appendix also contains a
comparison of these RW&Es to those Fitch considers typical for the
asset class as detailed in the Special Report titled
'Representations, Warranties and Enforcement Mechanisms in Global
Structured Finance Transactions'.

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.

SANTANDER CONSUMO 5: Moody's Gives Ba1 Rating to EUR30.8MM D Notes
------------------------------------------------------------------
Moody's Investors Service has assigned the following definitive
ratings to the Notes issued by SANTANDER CONSUMO 5, FONDO DE
TITULIZACION ("FT SANTANDER CONSUMO 5"):

EUR640M Class A Notes due 2036, Definitive Rating Assigned Aa1
(sf)

EUR43.2M Class B Notes due 2036, Definitive Rating Assigned A2
(sf)

EUR35.6M Class C Notes due 2036, Definitive Rating Assigned Baa2
(sf)

EUR30.8M Class D Notes due 2036, Definitive Rating Assigned Ba1
(sf)

Moody's has not assigned any rating to the EUR50.4M Class E Notes
due 2036. Moody's has not assigned any rating to the subordinated
EUR16M Class F Notes due 2036.

RATINGS RATIONALE

The Notes are backed by a five-month revolving pool of Spanish
unsecured consumer loans originated by Banco Santander S.A. (Spain)
("Santander"), (A2/P-1 Bank Deposits; A3(cr)/P-2(cr)). This
represents the 5th issuance out of the Santander Consumo programme.
Santander is acting as originator and servicer of the loans while
Santander de Titulizacion, S.G.F.T., S.A. (NR) is the Management
Company ("Gestora").

The portfolio size is approximately EUR1,457 million as of 19 April
2023 pool cut-off date. 100% of the loans are paying fixed interest
rate. The weighted average seasoning of the portfolio is 1.16 years
and its weighted average remaining term is 5.2 years. Around 59.66%
of the outstanding portfolio are loans without specific loan
purpose and 22.74% are loans to finance small consumer
expenditures. Geographically, the pool is concentrated mostly in
Madrid (19.58%), Andalucía (17.32%) and Catalonia (10.92%). The
portfolio, as of its pool cut-off date, does not have any loan in
arrears. The final portfolio will be selected randomly from the
provisional portfolio to match the final Notes issuance amount EUR
800 million.

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

According to Moody's, the transaction benefits from various credit
strengths such as the granularity of the portfolio, securitisation
experience of Santander, a reserve fund sized at 2.0% of the
initial balance of the Class A-E Notes at closing, and the credit
enhancement provided via subordination of the Notes (Class A Notes
subordination backed by the portfolio at closing is 20.0%).

However, Moody's notes that the transaction features a number of
credit weaknesses, such as a complex structure including interest
deferral triggers for junior Notes, pro-rata payments on Classes
A-E Notes from the first payment date, limited excess spread,
five-months revolving period which could increase performance
volatility of the underlying portfolio and the relatively high
linkage to Santander, which is acting as originator, servicer,
account bank, swap counterparty and paying agent. Various mitigants
have been put in place in the transaction structure, such as early
amortisation triggers and strict eligibility criteria on both
individual loan and portfolio level.  

Hedging: the interest rate mismatch between the fixed rate
portfolio and the floating rate Notes is hedged by an interest rate
swap. Banco Santander S.A. (Spain) (A2/P-1 Bank Deposits;
A3(cr)/P-2(cr)) is the swap counterparty and will pay the index on
the Notes (three-month EURIBOR) while the issuer will pay a fixed
swap rate of 3.24% based on a notional tracking the outstanding
balance of the non-defaulted loans in the portfolio.

Moody's determined the portfolio lifetime expected defaults of
4.25%, expected recoveries of 15% and portfolio credit enhancement
("PCE") of 17% related to borrower receivables. The expected
defaults and recoveries capture expectations of performance
considering the current economic outlook, while the PCE captures
the loss Moody's expect the portfolio to suffer in the event of a
severe recession scenario. Expected defaults and PCE are parameters
used by Moody's to calibrate its lognormal portfolio loss
distribution curve and to associate a probability with each
potential future loss scenario in the cash flow model to rate
Consumer ABS.

Portfolio expected defaults of 4.25% are in line with the Spanish
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) the
positive selection of consumer loans in this portfolio excluding
the highest internal PDs, (iii) the pool composition in terms of
the exposure to certain products, i.e., pre-approved loans, where
the borrower was offered an unsecured consumer loan up to a maximum
amount without initiating an application process, (iv) benchmark
transactions, and (v) other qualitative considerations.

Portfolio expected recoveries of 15.00% are in line with the
Spanish 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 17.00% is in line with the Spanish 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 Spanish Consumer Loan ABS market. The PCE of 17.00% results in
an implied coefficient of variation ("CoV") of 51.97%.

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 would lead to an upgrade of the ratings include: (i) a
significantly better than expected performance of the pool, (ii) an
increase in credit enhancement of the Notes, or (iii) an
improvement of Spain's local currency country ceiling of Aa1.

Factors that would lead to a downgrade of the ratings include: (i)
a decline in the overall performance of the pool, (ii) the
deterioration of the credit quality of Santander, or (iii) a
deterioration of Spain's local currency country ceiling of Aa1.

SERIE AYT CGH BBK II: Moody's Ups EUR7MM C Notes Rating from Ba3
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of six notes in
Serie AYT C.G.H. BBK I, FTA and Serie AYT C.G.H. BBK II, FTA. The
rating action reflects better than expected collateral performance
and increased levels of credit enhancement for the affected notes.
Also, going forward the higher interest rate environment will
increase the yield and excess spread available in the transactions
as the loans are linked to floating interest rates while the notes
are linked to fixed interest rates.

The maximum achievable rating is Aa1 (sf) for structured finance
transactions in Spain, driven by the corresponding local currency
country ceiling of the country.

Issuer: Serie AYT C.G.H. BBK I, FTA

EUR1391.2M Class A Notes, Affirmed Aa1 (sf); previously on Apr 25,
2018 Upgraded to Aa1 (sf)

EUR81M Class B Notes, Upgraded to Aa3 (sf); previously on May 14,
2016 Affirmed Ba3 (sf)

EUR13.5M Class C Notes, Upgraded to A1 (sf); previously on May 14,
2016 Affirmed B3 (sf)

EUR14.3M Class D Notes, Upgraded to A3 (sf); previously on May 14,
2016 Affirmed Caa3 (sf)

Issuer: Serie AYT C.G.H. BBK II, FTA

EUR955.5M Class A Notes, Affirmed Aa1 (sf); previously on Feb 16,
2022 Affirmed Aa1 (sf)

EUR30.5M Class B Notes, Upgraded to A1 (sf); previously on Feb 16,
2022 Upgraded to Baa1 (sf)

EUR7M Class C Notes, Upgraded to A2 (sf); previously on Feb 16,
2022 Upgraded to Ba3 (sf)

EUR7M Class D Notes, Upgraded to A3 (sf); previously on Feb 16,
2022 Affirmed Caa1 (sf)

RATINGS RATIONALE

The rating action is prompted by decreased key collateral
assumptions, namely the portfolio Expected Loss (EL) and MILAN CE
assumptions for both transactions due to better than expected
collateral performance. The rating action is also prompted by an
increase in credit enhancement for the affected tranches as well as
the overall higher interest environment which benefits the yield
and excess spread available in the transactions. Moody's notes that
the unprecedented increase in interest rates over the past twelve
months will benefit both transactions given the floating rate
mortgage pool backing the fixed rate Notes. The rating action
reflects the impact of higher excess spread considering scenarios
of stressed future interest rates compared to the levels.

Revision of Key Collateral Assumptions

As part of the rating action, Moody's reassessed its lifetime loss
expectation for the portfolio reflecting the collateral performance
to date.

The performance of the transactions has remained stable since the
last rating action. Both transactions have experienced low levels
of new defaults and hence stable levels of cumulative defaults.

For Serie AYT C.G.H. BBK I, FTA ("BBK I"), 90+ days arrears stand
at 0.64% unchanged from a year ago. Cumulative defaults currently
stand at 4.06% of original pool balance compared to 3.99% one year
ago.

For Serie AYT C.G.H. BBK II, FTA ("BBK II"), 90+ days arrears stand
at 0.24% from 0.61% one year ago. Cumulative defaults currently
stand at 1.94% of original pool balance compared to 1.90% one year
ago.

Moody's decreased the expected loss assumption to 2.05% and 1.64%
as a percentage of current pool balance from 2.19% and 2.08% for
BBK I and BBK II, respectively. The revised expected loss
assumption corresponds to 2.86% and 1.36% expressed as a percentage
of original pool balance for BBK I and BBK II.

Moody's has also assessed loan-by-loan information as a part of its
detailed transaction review to determine the credit support
consistent with target rating levels and the volatility of future
losses. As a result, Moody's has decreased the MILAN CE assumption
to 7.2% and 6.60% from 9.0% and 8.0% for BBK I and BBK II
respectively.  

Increase in Available Credit Enhancement

Sequential amortization led to the increase in the credit
enhancement available in both transactions. Moody's notes that both
transactions have just recently exited a period of very low
interest rates, which resulted in steady draws of the reserve fund
in past years. The expectation is for loans resetting at higher
interest rates to increase the weighted average coupon (WAC) on the
pool, reverting the reserve fund draws into reserve fund
replenishments. Pool WAC increase is already seen in the most
recent reporting period for the transactions, with WAC rising to
1.95% from 0.23% a year earlier for BBK I and WAC rising to 2.59%
from 0.24% for BBK II. Given current levels of 12m Euribor above
4.0%, further increases in pool WAC are expected.

For BBK I, the transaction is expected to remain in sequential
amortization throughout its lifetime. This is because pro-rata
amortization for a specific tranche is only possible, according to
the transactions documents, if the tranches interest deferral
triggers are not breached. These triggers have been breached
(uncurable) for tranches B, C and D, or all mezz tranches,
effectively forcing the entire capital structure into sequential
principal redemption.  

Moody's notes that for both transactions there are no cumulative
interest deferral amounts outstanding. The interest deferral
triggers specified in transaction documents have the effect of
subordinating interest in the priority of payments, but given
sufficient sources of liquidity, the interest deferred has been
paid.  

For BBK II, sequential amortization will remain for as long as the
reserve fund is below its target amount. Pro-rata amortization may
occur for tranches B and C only if the reserve fund reaches its
target, the interest deferral trigger on these tranches is not
breached and the pool factor is above 10%.

For both transactions, the reserve fund is below target levels. In
past years the reserve fund has been continuously drawn given the
low interest rate environment and low excess spread in
transactions. If the reserve fund replenishes up to the target
while the pool factor is above 10%, the reserve fund could amortize
down to its defined floor amount and decrease credit enhancement
available to the transactions. The reserve fund floor represents
6.5% and 8.9% of the current pool balance in BBK I and II,
respectively.

As of the last reporting date, for instance, the credit enhancement
for the most senior tranche affected by the rating action increased
to 16.04% from 8.87% since the last rating action for BBK I, and to
14.55% from 11.62% for BBK II.

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
July 2022.



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

TURKIYE EMLAK: Fitch Affirms 'B-/B' Long Term IDRs, Outlook Neg.
----------------------------------------------------------------
Fitch Ratings has affirmed Turkiye Emlak Katilim Bankasi A.S.'s
(Emlak Katilim) Long-Term Foreign-Currency (LTFC) Issuer Default
Rating (IDR) at 'B-' and Long-Term Local-Currency (LTLC) IDR at
'B'. The Outlooks are Negative. Fitch has also affirmed the bank's
Viability Rating (VR) at 'b-'.

KEY RATING DRIVERS

VR Drives LTFC IDR: Emlak Katilim's LTFC IDR is driven by its
standalone creditworthiness, as reflected by its 'b-' VR. The VR
reflects its concentrated operations in the challenging Turkish
market, rapid financing growth despite its still developing risk
framework, fairly short record of operations, concentration risks,
and weak core capitalisation. However, it also considers the bank's
limited but growing participation banking franchise and limited
wholesale funding. The Negative Outlook on the LTFC IDR reflects
that on the operating environment risks. The bank's 'B' Short-Term
IDRs are the only possible option mapping to the 'B' LT IDRs.

Sovereign Support Drives LTLC IDR: Emlak Katilim's LTLC IDR is
driven by state support, reflecting Fitch view of the sovereign's
higher ability to provide support and a lower risk of government
intervention in LC. The Negative Outlook reflects that on the
sovereign LTLC IDR.

Small, Growing Franchise: Emlak Katilim is a state-owned
participation bank, a niche segment accounting for 8% of total
sector assets at end-1Q23 but with strong growth prospects. The
bank has grown rapidly from a small base since its establishment,
reaching 9% of total Islamic sector assets at end-1Q23. However,
its franchise is still limited (market shares below 1% of banking
sector assets, loans and deposits), which results in limited
competitive advantages.

High Risk Appetite; Concentrations: Emlak Katilim's underwriting
standards and risk-management framework are still evolving, given
its short period of operations. Credit risks are heightened by
rapid growth in volatile conditions (2022: 72% FC-adjusted
financing growth), high single obligor concentration, and high but
below sector average FC financing (22%).

Exposure to construction and real estate (end-1Q23:12% of total
financing) and SMEs (28%) also add to the risks. Positively, the
majority of financing is short-term (70% maturing within one year)
and obligor concentrations are largely to state-owned and blue-chip
Turkish corporates.

Unseasoned Financing Portfolio: The bank reported a low 0.2%
impaired financing ratio at end-1Q23 (sector: 1.8%), largely
representing provisioned legacy exposures. Stage 2 was also limited
at 0.2%. However, asset quality metrics should be considered in in
the context of rapid growth, high single-obligor concentration, and
the bank's short track record.

Boosted Profitability: The bank's operating profit/ average total
assets increased to 8.2% at end-1Q23 from 5.5% at end-2022 (sector:
5.0%), driven by financing growth and wider net financing margin
supported by low-cost deposits. Fitch expects profitability to
weaken in 2023 amid slower GDP growth and expected margin
contractions.

High Leverage: Emlak Katilim's 15.0% common equity Tier 1 (CET1)
ratio at end-1Q23 included a 630bp uplift from regulatory
forbearance. The bank also benefits from a 50% risk-weighting on
exposures allocated from participation pools, which provides an
uplift of 450bp to the CET1 ratio. Fitch considers core
capitalisation weak, given the bank's high leverage, rapid growth,
and sensitivity to lira depreciation, notwithstanding the benefit
of ordinary state support.

Mainly Deposit Funded: The bank is largely customer deposit-funded
(end-1Q23: 88%). Wholesale funding (5% in FC) is limited and
comprised 12% of total funding (8% excluding additional Tier 1
provided by the government). FC liquidity, mainly comprising
placements in foreign banks, was enough to cover the limited
external debt due within a year in addition to 8% of FC customer
deposits. However, FC liquidity could come under pressure from
sector-wide FC deposit instability or a prolonged loss of market
access.

RATING SENSITIVITIES


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

Emlak Katilim's LTFC IDR is sensitive to a downgrade of its VR, a
change in Fitch's view of government intervention risk in the
banking sector and potentially to a sovereign downgrade.

The VR could be downgraded due to further marked deterioration in
the operating environment, particularly if it leads to further
erosion of the bank's capital buffers, if not offset on a timely
basis by a state capital injection, or in its FC liquidity buffer,
for example, due to a prolonged funding-market closure or deposit
instability, or a material deterioration of asset quality metrics.
The VR is also potentially sensitive to a sovereign downgrade.

Emlak Katilim's LTLC IDR would be downgraded if Turkiye's LTLC IDR
was downgraded, if Fitch believed the sovereign's propensity to
provide support in LC had reduced, or Fitch view of the likelihood
of intervention risk in the banking sector in LC increased.

The Short-Term IDRs are sensitive to negative changes in the bank's
Long-Term IDRs.

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

Upgrades are unlikely given heightened operating environment risks
and market volatility, the Negative Outlook on Turkey's sovereign
ratings, and Fitch view of government intervention risk.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

Emlak Katilim's National Rating reflects the bank's state ownership
and has been affirmed at 'AA(tur)'/Stable, in line with other
state-owned commercial banks, reflecting Fitch view that its
creditworthiness in LC relative to other Fitch-rated Turkish
issuers is unchanged.

Emlak Katilim's 'no support' Government Support Rating (GSR)
reflects the sovereign's weak financial flexibility to provide
support in FC, given its weak external finances and sovereign
foreign-currency reserves. This is despite Fitch believing the
government has a high propensity to provide support, given Emlak
Katilim's ownership, the strategic importance of participation
banking to the authorities and the record of capital support.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

The National Rating is sensitive to a change in the bank's
creditworthiness in LC relative to that of other Turkish issuers.

VR ADJUSTMENTS

The operating environment score of 'b-' has been assigned below the
implied category score of 'bb' due to the following adjustment
reasons: sovereign rating (negative), macroeconomic stability
(negative).

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Financial Institutions and
Covered Bond issuers have a best-case rating upgrade scenario
(defined as the 99th percentile of rating transitions, measured in
a positive direction) of three 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 four notches over three years. The complete span of
best- and worst-case scenario credit ratings for all rating
categories ranges from 'AAA' to 'D'. Best- and worst-case scenario
credit ratings are based on historical performance.

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.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

Emlak Katilim's LTLC IDR is driven by support from the Turkish
authorities.

ESG CONSIDERATIONS

Emlak Katilim's ESG Relevance Scores of '4' for Governance
Structure and Management Strategy (in contrast to a typical
Relevance Scores of '3' for comparable banks) reflects potential
government influence over its board's effectiveness and management
strategy in the challenging Turkish operating environment, which
has a moderately negative impact on the bank's credit profile, and
is relevant to the ratings in conjunction with other factors.

The ESG Relevance Management Strategy score of '4' also reflects
increased regulatory intervention in the Turkish banking sector,
which hinders the operational execution of management strategy,
constrains management ability to determine strategy and price risk
and creates an additional operational burden for banks. This has a
moderately negative credit impact on the bank's rating in
combination with other factors.

Emlak Katilim's ESG Relevance Governance Structure Score of '4'
also takes into account its status as an Islamic bank. Its
operations and activities need to comply with sharia principles and
rules, which entails additional costs, processes, disclosures,
regulations, reporting and sharia audit. In addition, Islamic banks
have an Exposure to Social Impacts relevance score of '3' (in
contrast to a typical ESG relevance score of '2' for comparable
conventional banks), which reflects that Islamic banks have certain
sharia limitations embedded in their operations and obligations,
although this only has a minimal credit impact on Islamic banks.

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
entities, either due to their nature or to the way in which they
are being managed by the entities.



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

CASTELL 2022-1: S&P Affirms 'B+ (sf)' Rating on Class F-Dfrd Notes
------------------------------------------------------------------
S&P Global Ratings raised to 'A (sf)' from 'CCC (sf)' its credit
rating on Castell 2022-1 PLC's class X-Dfrd notes. At the same
time, S&P affirmed its 'AAA (sf)', 'AAA (sf)', 'AA+ (sf)', 'A+
(sf)', 'BBB+ (sf)', 'BB+ (sf)', and 'B+ (sf)' ratings on the class
A notes, A loan, and class B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, and
F-Dfrd notes, respectively.

The upgrade of the class X-Dfrd notes reflects their significant
paydown and high excess spread since closing.

Loan-level arrears have increased since closing and stand at 4.3%.
Arrears exceeding 90 days stand at 1.9%. Both total arrears and
arrears exceeding 90 days exceed our U.K. prime index for post-2014
originations, which we reflected in its originator adjustment.
Cumulative defaults total 0.43%.

S&P said, "Our weighted-average foreclosure frequency (WAFF)
assumptions have increased at all rating levels since closing, amid
increased loan-level arrears. Our weighted-average loss severity
(WALS) assumptions have increased at all rating levels, driven by
an increase in our assumptions for interest accrual on the
first-lien loan balance."

  Credit analysis results

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

   AAA           26.83      88.38      23.72

   AA            19.01      83.37      15.85

   A             14.91      71.74      10.70

   BBB           10.95      62.33       6.83

   BB             6.77      54.04       3.66

   B              5.83      45.21       2.63


S&P said, "Counterparty risk does not constrain the ratings on the
notes. The replacement language in the documentation is in line
with our counterparty criteria.

"The class X-Dfrd notes have paid down by GBP7.4 million since
closing. Our credit and cash flow results indicate that these notes
can withstand stresses at a higher rating level than that
previously assigned. We therefore raised our rating to 'A (sf)'
from 'CCC (sf)'.

"Although the assigned rating remained robust to our higher
prepayments sensitivity testing, We limited our upgrade to 'A (sf)'
considering the notes' relative position in the capital structure,
and because excess spread may decrease due to macroeconomic
factors.

"While the notes do not benefit from any hard credit enhancement,
total credit enhancement requirements are fully met through soft
credit enhancement (excess spread), and tail-end risk is limited
given this class of notes' short weighted-average life.

"We affirmed our 'AAA (sf)' ratings on the class A notes and A
loan. Our credit and cash flow results indicate that the available
credit enhancement continues to be commensurate with the assigned
ratings.

"We affirmed our 'AA+ (sf)' rating on the class B-Dfrd notes. The
rating is below the level indicated by our cash flow analysis.
These notes are rated according to the payment of ultimate interest
and principal, and interest can therefore defer on these notes when
they are not the most senior class of notes outstanding. The
presence of interest deferral mechanisms is, in our view,
inconsistent with the definition of a 'AAA' rating.

"Our ratings on the class C-Dfrd, D-Dfrd, E-Dfrd, and F-Dfrd notes
are below the level indicated by our cash flow analysis. The
ratings assigned consider the limited time that has passed since
closing."

Macroeconomic forecasts and forward-looking analysis

S&P said, "We expect U.K. inflation to remain high for the rest of
2023 and house prices to decline by 3.5% in 2023. Although high
inflation is overall credit negative for all borrowers, inevitably
some borrowers will be more negatively affected than others, and to
the extent inflationary pressures materialize more quickly or more
severely than currently expected, risks may emerge.

"We consider the borrowers to be prime and as such expect them to
demonstrate some resilience to inflationary pressures."

Of the borrowers in this transaction, 71% are paying fixed interest
rates until 2026. Over this period, these borrowers are protected
from rate rises, but will be affected by cost-of-living pressures.

S&P said, "Given our current macroeconomic forecasts and
forward-looking view of the U.K. residential mortgage market, we
have performed additional sensitivities related to higher defaults
due to increased arrears and house price declines. The assigned
ratings are robust to a 10% increase in defaults and can withstand
a house price decline of 10%. They can also withstand an extended
recovery timing of nine months."

Castell 2022-1 PLC is a static RMBS transaction that securitizes a
portfolio of second-lien owner-occupied mortgage loans secured on
properties in the U.K.


CRYSTAL PRESS: Bought Out of Administration by Reflections
----------------------------------------------------------
Business Sale reports that the business and assets of printing firm
Crystal Press have been acquired out of administration by
Reflections Print Finishers.

Crystal Press fell into administration earlier this month after
being heavily impacted by the COVID-19 pandemic and rising energy
costs, Business Sale relates.

The company, which is based in Hoddesdon, specialised in high-end
printing for book and magazine publishers.  The firm's assets
included post-press kit, a B1 Komori H-UV press and its trademarked
recyclable foiling technique Ecofoil.

According to Business Sale, Reflections managing director Luke
Hastings said the company was heavily impacted by COVID-19, leading
to significant levels of debt at the company. This, combined with
an "unaffordable electricity contract renewal at the peak of the
market last year," lead to the firm's directors deciding it could
no longer continue as a going concern and normal trading ceased at
the end of May, Business Sale notes.

A sale of the company's business and assets to Reflections was
agreed on July 10, Business Sale recounts.  Simon Campbell of
Quantuma Advisory and Paul Appleton of Begbies Traynor were
appointed as joint administrators on July 12, subsequently
completing the sale, Business Sale discloses.


EDDIE STOBART: FRC Fines KPMG, PwC Over Audits
----------------------------------------------
John Aglionby at The Financial Times reports that the UK's
accounting regulator has fined KPMG and PwC over back-to-back
audits of Eddie Stobart Logistics, a logistics and haulage company
that came close to collapse in 2019.

According to the FT, KPMG was hit with an GBP877,000 penalty by the
Financial Reporting Council on June 29 and given a severe reprimand
after the regulator ruled that its 2017 audit "did not satisfy the
relevant requirements."

Nicola Quayle, a former partner, was also reprimanded and fined
GBP45,500, the FT notes.

The regulator also handed out a GBP1.99 million fine to PwC and
partner Philip Storer GBP51,000 and gave both severe reprimands,
saying that the 2018 audit "did not satisfy the relevant
requirements," the FT states.

The investigations were launched in May 2020 after Eddie Stobart,
best known for its fleet of green and red lorries, discovered that
its 2018 profits had been overstated by GBP2 million, the FT
recounts.

According to the FT, Claudia Mortimore, the FRC's deputy executive
counsel, said on June 29 that there were "numerous, serious and
pervasive failings" in the PwC audit and some "serious failings" in
KPMG's work.

The fines were reduced after the firms and partners co-operated
with the inquiry, the FT relays.

According to the FRC, KPMG resigned as auditor in 2018 because "of
a breakdown in their relationship with Eddie Stobart's management,
following difficulties in obtaining sufficient appropriate audit
evidence", the FT recounts.  PwC was subsequently appointed for the
2018 audit, the FT discloses.

The FRC, as cited by the FT, said the auditors failed to properly
assess Eddie Stobart's property transactions and the financial
disclosures associated with them.

"These transactions had a significant effect on ESL's financial
performance, and without the profit generated from them, ESL would
have been in a lossmaking position," the FT quotes the FRC as
saying.

The errors in the accounts were identified following a review by
chief financial officer, Anoop Kang, who joined the company in
April 2019 and resigned in April 2020, the FT relates.

Eddie Stobart, which was listed on London's Aim market, was rescued
by private equity group Dbay in December 2019, the FT discloses.
It bailed the group out with a loan of GBP55 million in return for
a 51% stake in a subsidiary that runs the company's haulage
business, the FT notes.


FISHERPRINT LTD: Goes Into Administration
-----------------------------------------
Printweek reports that Fisherprint has been placed into
administration, with the printer's website stating that orders are
no longer being taken by the business.

Peterborough Telegraph reported late last week that the business --
based in the city -- had been placed by the directors and
shareholders into a "company voluntary administration", with 31
staff made redundant after it ceased trading, Printweek relates.

The company's website also now says "Fisherprint Ltd are not taking
orders at this time" but that TLC Signs and Banners "is business as
usual".

Signage specialist TLC, based on the same site, was acquired in
late 2016 by the group, the same year Fisherprint invested in a
five-colour Heidelberg Speedmaster CX 102 press.

Fisherprint was established in 1947 and specialised in
pharmaceutical and corporate print.  In recent years, it had
switched to suppliers using carbon capture schemes, started
offering a fulfilment service, and began manufacturing packaging,
according to its website.

But the Peterborough Telegraph said crises over recent years, from
Covid-19 to soaring energy costs, had proved too much, even despite
directors taking out large loans and considering relocation in a
move to save the company, Printweek notes.

According to Printweek, Chief executive Miles Fisher was quoted in
the newspaper as having said that the factors resulting in the
closure of the business were "many and varied", with Covid
initially responsible for "a serious reduction in turnover that has
never really fully recovered" alongside increasing materials and
consumables costs over the last 12 months "that has kept the market
depressed."

Further business rates rises of 30% and soaring energy costs
further contributed, with Fisher reporting a "massive spike in
electricity charges" when the company's fixed rate utilities charge
ended last November, taking its monthly bill from around GBP6,500 a
month to GBP40,000 in December alone, Printweek discloses.

During this time, Mr. Fisher, as cited by Printweek, said the
directors took out personal loans of "hundreds of thousands of
pounds, believing the business could trade through the turmoil."

But he said it "became obvious" the business was unsustainable, due
to the spiralling costs, and a decision was made to sell its
freehold property and relocate to "smaller but adequate premises."

However, while an exchange of contracts was arranged, multiple
deadlines for the exchange passed and "we have had to make the
desperately difficult decision to cease trading as of July 14,
2023."


THAMES WATER: Biggest Investor Slashes Stake by 28%
---------------------------------------------------
John Aglionby at The Financial Times reports that Thames Water's
biggest investor slashed the value of its stake last year, raising
questions about how easy it will be for the indebted UK utility to
persuade shareholders to inject much needed equity.

The Ontario Municipal Employees Retirement System, one of Canada's
biggest public sector pension funds, owns a 31% stake in Thames
Water, held through multiple investment vehicles including a
Singapore-registered entity that owns about a fifth of the company,
the FT discloses.

Omers Farmoor Singapore PTE cut the value of its stake in Kemble
Water, Thames Water's parent company, by almost GBP300 million last
year, a near 30% writedown, according to corporate filings reviewed
by the FT.  The entity valued its stake in Kemble at GBP979 million
at the end of 2021, before reducing the value to about GBP700
million last year, the FT notes.

Frederic Blanc-Brude, director of Edhecinfra, a research centre and
data provider, said the Omers writedown suggested other investors
could be forced to recognise losses on Thames Water, which provides
water and sewage services to 15mn customers in and around London,
the FT relates.

Thames Water shareholders, which also include the UK's Universities
Superannuation Scheme, are weighing whether to invest more money to
help finance an operational turnaround and help cut its GBP16
billion debt pile: the company earlier announced that it had
secured a conditional agreement from its shareholders to invest
GBP750 million in the business by April 2025, the FT recounts.

But it also warned it would need a further GBP2.5 billion from
investors by 2030 to be "financially resilient" and to cut debt and
reduce leaks, the FT notes.

The USS, which manages the retirement savings of university staff
in the UK, is the company's second-biggest shareholder, owning a
20% stake in Kemble Water through Church Water Investment, the FT
discloses.  Church Water has not published accounts this year but
Blanc-Brude said he would expect it to report a similar percentage
writedown, the FT relays.

Fears about Thames Water's finances erupted after its chief
executive Sarah Bentley abruptly quit last month and it emerged the
government was drawing up contingency plans in case emergency
renationalisation was required, the FT discloses.

The company is under pressure because of rising interest rates --
which have increased the financing costs on its GBP16 billion of
debt -- and the need to increase infrastructure spending following
public outcry over sewage overflows and water leaks, according to
the FT.

To help its finances, it is proposing a 24% increase in customer
bills -- or an average rise of GBP101 a year -- for the next
regulatory period, which runs from 2025 to 2030, the FT states.
The regulator will decide whether it can raise bills this much at
the end of next year, according to the FT.


THAMES WATER: Moody's Lowers Rating on GBP400MM Term Notes to B2
----------------------------------------------------------------
Moody's Investors Service has downgraded to B2 from B1 the backed
senior secured rating of the GBP400 million medium term notes due
2026, issued by Thames Water (Kemble) Finance PLC (Kemble). The
outlook remains negative.

The rating action on Kemble follows a decision by the Water
Services Regulation Authority (Ofwat), announced on March 20, 2023,
to modify the regulatory ring-fencing conditions in the licences of
the water companies in England and Wales [1], and increased
scrutiny of the financial resilience of Kemble's core operating
subsidiary Thames Water Utilities Ltd. (Thames Water, corporate
family rating: Baa2 stable) after the sudden resignation of the
former CEO in June.[2]

RATINGS RATIONALE

The rating action on Kemble reflects Moody's view that (1) the risk
of a dividend block at Thames Water increased with heightened
scrutiny of Thames Water's financial resilience; (2) these factors
will weigh on lender appetite in the context of Kemble's
forthcoming refinancing needs, likely to the detriment of the
availability and cost of capital for the holding company; and (3)
while shareholders have reiterated their support for Thames Water,
further equity injections are subject to conditions and may fall
short of what is needed to underpin the credit quality of the
holding company in the context of a challenging turnaround and
heightened political and regulatory scrutiny.

Regulatory scrutiny and social expectations that may have an
adverse impact on a company's access to capital markets is a key
social risk consideration under Moody's approach for assessing
environmental, social and governance (ESG) risks. Accordingly, the
rating agency has changed its social risk issuer profile score for
Kemble to S-4 from S-3.

Under current licence conditions, regulated water and wastewater
companies may not, without Ofwat's consent, pay dividends (or make
similar distributions, including through upstream loans) while
their credit rating is Baa3 (or equivalent), with a negative
outlook, or lower by any one credit ratings agency. The regulator
has decided to raise this threshold to Baa2, negative from April
2025. The higher rating requirement will serve to trap cash at an
earlier point as the credit quality of an operating water company
deteriorates. The lock up will be subject to a three months grace
period, during which companies may seek to persuade Ofwat that
their financial resilience is not at risk. Exceptions to a dividend
block could apply where companies can evidence significant
improvement under an ongoing recovery plan or where they can
demonstrate that it may be in the best interest of customers,
including, for example, where the prospect of a distribution being
permitted may assist with attracting new equity during a turnaround
period. If a rating subsequently falls to Baa3 or lower, the lock
up will apply automatically.

The likelihood of an actual lock-up will be influenced by factors
including progress in Thames Water's ongoing turn-around programme
and Ofwat's 2024 price review. The turnaround is being supported by
the company's shareholders who provided a GBP500 million equity
injection in March 2023 and have agreed to provide a further GBP750
million over the remainder of the current AMP7 regulatory price
control period which runs to March 2025. The additional equity is,
however, subject to "preparation and production of a business plan
that underpins a more focused turnaround that delivers targeted
performance improvements for customers, the environment and other
stakeholders over the next three years and is supported by
appropriate regulatory arrangements".[3] Shareholders have also
indicated further support of around GBP2.5 billion over the next
regulatory period (April 1, 2025-March 31, 2030), with final
amounts dependent upon finalisation of the operating company's
business plan due to be submitted to Ofwat in early October this
year.

Liquidity and financial strategy at Kemble will determine, how long
the holding company may be able to withstand a (temporary)
distribution block if it were to occur. Kemble is obliged to make
reasonable endeavours to maintain sufficient cash cover for 12
months interest payments, and the group has a track record of a
prudent cash management policy through maintaining cash reserves
and/or liquidity facilities. Liquidity is currently supported by a
GBP150 million revolving credit facility at Kemble. The facility,
which matures in November 2027, is sized to cover 18 months of
interest payments. In addition, the company held around GBP45
million of cash at March 2023.

Considering Kemble's ongoing interest payments, existing cash and
available undrawn amounts under facilities may not fully support
repayment of a GBP190 million bank loan maturing in April 2024,
unless Thames Water can continue to make distributions. In its
compliance certificate as at March 2023, Thames Water is
forecasting compliance with all covenants, and Moody's base case
assumes that distributions will continue.

Kemble faces further sizeable maturities of GBP510 million between
July and December 2025 as well as GBP150 million in April 2026,
followed by the GBP400 million rated backed senior secured bonds
issued by Thames Water (Kemble) Finance PLC. To date, over the
current regulatory period, Thames Water continued to distribute to
Kemble, but in amounts lower than the overall cost of servicing
Kemble's interest payments, reflecting existing cash reserves at
Kemble. While Kemble debt service remained assured by this element
of cash reserves, these are being exhausted and – absent
additional liquidity – future dividend payments from Thames Water
would need to be sized to cover Kemble interest costs in full.

Kemble's credit quality at the B2 rating level assumes continued
shareholder support for the operating company, Thames Water, and
additional equity injections to improve its operational and
financial performance. Equity support for Thames Water benefits
lenders to the holding company directly by supporting the
turnaround and reducing the risk of a distribution block but also
indirectly because of the – in Moody's vew – implied
willingness to provide support to the holding company, should it be
necessary. Kemble's own senior secured financing structure includes
a fixed charge over all of the investments by Kemble Water Finance
Limited, including in its shares in its finance subsidiary Thames
Water (Kemble) Finance PLC as well as its shares in Thames Water
Limited, the intermediate holding company owning Thames Water
Utilities Holdings Limited and the Thames Water group. Therefore,
any event of default under Kemble debt, would allow Kemble
creditors to enforce their share security and take over ownership
of the operating company group. This would cause shareholders to
lose the investment made to date in the operating company

More broadly, Kemble's credit quality is a function of (1) the low
business risk of its key operating subsidiary, Thames Water; and
(2) very high leverage at the Kemble group level, up to 90% of
Thames Water's regulatory capital value (RCV). It also takes into
account the higher probability of default that creditors at the
holding company level are facing and the higher severity of loss in
an actual default scenario because of holding company creditors'
structural and contractual subordination to operating company
creditors.

RATING OUTLOOK

The outlook is negative, reflecting the increased risk of a
distribution block being triggered under Thames Water's licence and
ultimately also its debt documentation, uncertainty around the
successful execution of the turn-around programme and Kemble's
ability to meet its forthcoming refinancing needs without a
significant increase in its funding costs over time.

Moody's could stabilise the outlook upon a strengthening of the
business or financial risk profile of the operating company and/or
sizeable liquidity support at the holding company, including from
additional shareholder commitment, that would allow it to sustain a
multi-year dividend block.

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

Given the current negative outlook as well as the deeply
subordinated nature, structurally as well as contractually, of the
Kemble notes in the context of the operating group's financing
structure and regulatory protections, Moody's does not expect any
upward rating pressure for the Kemble notes.

Kemble's rating could be downgraded further if the ratings of
Thames Water were downgraded, or the risk of a dividend lock up at
the operating company was not reduced, absent additional liquidity
at the holding company to increase its resilience to dividend
blocks. Financial triggers in Thames Water's financing structure
include (1) Class A RCV gearing in excess of 75% or senior RCV
gearing in excess of 85%, or (2) Class A adjusted interest cover
ratio below 1.3x or senior adjusted interest cover ratio below 1.1x
in a single year. Rating triggers, in addition to any licence
provisions, include a Class A or corporate rating below Baa3/BBB-
from any agency. In assessing the downward rating potential,
Moody's will consider the holding company's liquidity position, the
likelihood of potential shareholder support as well as the
potential for the regulator to permit certain distributions upon
the licenced company's request.

The principal methodology used in this rating was Regulated Water
Utilities published in June 2018.

Thames Water (Kemble) Finance PLC (Kemble) is the financing
subsidiary of Kemble Water Finance Limited, which owns Thames Water
through intermediate holding companies including Thames Water
Limited. Thames Water is the largest of the 10 water and sewerage
companies in England and Wales by both RCV (GBP19 billion at March
2023) and the number of customers served. It provides drinking
water to around nine million customers and sewerage services to
around 15 million customers in London and the Thames Valley. Kemble
is ultimately owned by a consortium of national and international
infrastructure and pension funds, the largest being OMERS (31.8%)
and the Universities Superannuation Scheme (19.7%).


                           *********


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

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Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

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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.


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